The herald., 1920-08-12
CHARTER.

/
sued. and may be issued for labor. services
| or property actually received by this cor
! pOratiOn. or for cash to be- paid ut such
time and in such amounts and after such
! notice as may be determined by the Board
| of Directors, or on a pro rata basis when
/ ever the surplus funds or property Of the
! corporation shall warrant in lieu Of
! the declaration of cash dividend. or as
| certificates shall he personal property
! No transfer of any certificates of said
/ stock shall he binding upon this corpora
] ton unless made in accordance with the
| terms of said certificate. the charter and
| bylaws of the corporation. and recorded
| on the books thereof. In no ease shall any
! stakeholder have the right or privilege Of
! selling or in any manner diSpO>inG of any
| certificate of common stock issued by this
! corporation without first having offered
| the same to the corporation in writing,
| through its Board of Directors. Tn"
/ Board of Directors, for tn" corporation
1 or any member of said Board any
| subscriber to this charter. for himself
| shall hav" tn" right and option to purchase
| any stock 50 offered within thirty days
! AT tn" book valu" of said stock. a. eStah-
| liShed by the last regular inventory: and
under no conditions shall the transfer of
| any said stock be- recorded on the books
| of the corporation. nor shall any said
! stock be voted until after all of the fore
! going fUrmaliti,s shall have been fully
complied with. should there be any dis
putr aS to such book value. the determine
| ton of such value shall be submitted to
arbitration. one arbitrator to Ice appointed
by the vendor aud one by the purchaser.
and in the event of their disagreement.
they shall elect an umpirp. and the de
ciSion of such aTbitratorS or umpire aS
the case may be. shall he final aud bind
ing on all parties thereto. All common
stock shall 10" obtained and held subject to
these PROVISIONS. ana every >alr. pledge.
cnCumbrauc" or other disposition of said
stock shall be made subject to all said
provisions. All such stock - acquired 10y
the corporation may be re issued for the
consideration and under the conditions
herein provided for the original issue of
the capital stock of this corporation. The
preferred stock issued by this corporation
shall be entitled to an annual dividend AT
the rat" of, but never exceeding. ten per
cent tlOrD per aunum. cumulative from
and after date of issue. payable al such
periods as the Board of Directors may de
tCrmiu" out of the net profits Of this cor
pOratiOn. before any dividend il paid upon
the common stock. Should the net profits
in any year he insufficient To pay said
preferred dividends. either in whole or in
part. any unpaid portion thereof shall
become charge against the net profits
Of this corporation aud shall be paid in
full out of said profits before any divi-
dcndS are paid upon the common stock.
The preferred stock shall have no voting
power whatever. and shall never partici-
pate in the profits of this corporation be
youd its fixed preferential cumulative an
nual dividend of ten per cent tlOTcD. but. /
in the event of any liquidation. dissolution
or distribution of the assets of this cor
porat.on, shall be- paid in fun up to it,
principal or par value. plus any then ac-
rTucd and unpaid dividends. before any
amount shall be distributed among the
owners of the common stock. The com
mon stock issued by this corporation shall !
nave all voting power and shall be en-
titled 10 receive out of the net profits |
such dividends as the Board of Directors
may declare from time to time. except |
that no dividend can be declared on the |
common stock until all accrued dividends |
on the preferred stock shall have. been
declared. and no dividend can be paid on |
the common stock until all accrued divi- |
dehdS on the preferred stock shall have !
been paid. In the event of any liquidation |
or dissolution or distribution of the assets |
of this corporation. the common stock /
shall share in the assets of the corpora |
ton, share and share alike. after the pre-. |
ferrrd stock shall have been paid in full |
mp to its principal or par value. plus ac- /
cru"d and unpaid dividends If any, at the |
rate OF ten per cent tlOSD per annum /
The subscribers TO this charter in con
SideratiOn of such subscription. are hereby /
granted the irrevOcable right and option \
10 subscribe AT par to any and all stock /
of whatever class. the issue or reissue of |
which may he authorized by this corpora
ton AZ any time
ARTICLE VI.-All Of the corporate pow
erS of this corporation. except a. here
matter stated. shall he vested in and pN-
erci>ed by a Board of not less than three
nor more than twenty Directors ~
the voting stockholders shall from time To
time determine. each of whom shall hold
in his own name AT least one share of thu.
common stock of this corporation. said
Hoard of Directors shall be elected on the
thirty day of January of each wear [
following the date of this act unless such
day shall fall ON legal holiday and in
That event on the next succeeding day
which l. not legal holiday or on such
day thereafter rs the Board of Directors
shall determine. All such elections shall
be held under such regulations rs the
Board of Directors then in office NAV de
termlne. and of all meetings of stock
holders for the election of Directors or
increasing or decreasing the membership
oi Sald Board or anyother purpose except
That Of dissolution. or as otherwise re
CURED by law. not less than seven DAYS
notice shall be given by mailing to each
common stakeholder who appears on the
books of this corporation. nj his last de,-
lSnated address or care of general deliv-
cry, nj New Orleans. If he has not de>ig- !
mated an address. a notice stating the
time and place Of the meeting. Each share.
holder shall be entitled to one vote for
earh share OF common stock recorded in
ms name on the books of this corporation
as elsewhere herein provided tn he east
IN person or by written proxy. and a ina
JOrlty OF the votes cast shall elect Failure
to elect Directors on the day above sDpci-
fled shall not ,.'>Solve this corporation nor
in any way impair its corporate manage
ment or authority. but the Directors then
III Once snail remain in office until their
successors are elected and qualified after
due notice Of another election shall have
been given as above provided. The Board
of Directors shall. without delay. after
such annual election. elect from its menu
b'rShlp President. n Vice President and
a Dtrecting Manager. who shall constitute
the Executive Commute. which during the
interim between meetings of the Board of |
Directors shall exercise all powers of said |
liOard. Ut such meeting said Board shall
also elect or appoint a Secretary and a |
1 treasurer, and such additional Vice prpsi- |
dents and other officers as the Board may |
lethh advisable who may or may not be |
either stakeholder or director. The Board |
lf directors may appoint one person to be |
Secretary and Treasurer. and, from time
10 time. name such other employees as | !
fhey may deem necessary. The Board |
lt Directors shall have the management of
me business of the corporation. and sub ,
ect TO the restrictions imposed by law and
by this Certificate of Incorporation. ma, | I
exercise all the powers of the cOrpOra- =
ION. and without prejudice to such general
covers. it is hereby expressly declared that
he Directors. by unanimous action, shall !
nave the following specific powers to-wit.
To make. alter and amend all bylaws !
rules ana regulations necessary for the !
proper management of the business of This !
corporation, not in conflict with this act
10 purchase or otherwise acquire for the !
corporation, any property, rights or priv !
legeS which the corporation is authorized |
10 acquire. To pay for any service labor {
)r property received by the corporation {
timer wholly or partly. in money stocks
ponds, debentureS, income certificates GER !
.nlcates OF Indebtedness. or other securi- )