The herald., 1920-09-02
CHARTER

common stock, in any year, any excess
amount Over and above the amount re
quired to be set aside for surplus, and Ia
pay such dividend of eight per cent $50
on the common stock. shall bc distributed
in additional dividends for that year one
half of such amount To the pref rrcd stock
and the other One-haH of such amount to
the common stock.
The holders of the preferred stock shall
have all the same rights and voting powers
of the holders OF the common stock, share
and share alike: and in the event of dis
solution or liquidation Of this corporation.
the preferred stock shall first hc paid at
par together with all deferred and unpaid
dividends thereon, bcfor" tn" holders Of
the common stock shall Ice entitled to re
Ceiye anything. and the balance Of the as
sets. if any, shall then b" distributed to
the common stock.
In all other respects. except as herein
above provided. the preferred and III" com
mon stock shall be on the sam" basis.
There shall be twelve hundred ana fifty
tl2JOl shares, of the par value Of one hun
drrd dollars lSlOOOOy each, of common
stock. 10 be paid for i'll cash or its equiv
alent in property. Said common stock
shall be entitled TO participate in the earn
lngs OF the company, aS hcrcinabOv" pro
VIded for; but in the event OF dissolution
or liquidation of this corporation, said
common stock shall share III the assets OF
this corporation, only after the preferred
stock shall have been retired at its par
paid dividends, as provided above.
ARTICLE V.-An the powers of this cor
pOratiOn shall be vested in and exercised
by a Board of Directors. composed Of five
90 stockholders of tn" company. 10 be
selected in the manner herein provided.
At least three 90 Of said Directors shall
be- owners of preferred stock Of the com
pany. Said Board Of Directors shall be
elected annually At II general meeting of
the stockholders. called for that purpose
lg Monday a pf g
year, after due notice. in accordance with
the laws of Louisiana. Each holder of
stock shall be entitled To one vote for each
share of stock standing in his name OIL
the books of the company. said vote shall
he east in person or by PROXY, and a ma
jOrity of the votes east shall elect. Said
Board OF Directors shall have the power to
fill all vacancies. which may occur on the
Board, even though no quorum remain at
the time such vacancies are TO be filled.
Failure to elect Directors Oh the day above
specified shall not dissolve the corpora
ton. but the Directors then in office shall
remain in office until their succcssors are
elected and qualify.
The Board shall elect from their mum
! Der a President. Vice President and q
! Secretary Treasurer. At any meeting OF
| the Board of Directors, any Director alb
sent from the meeting may be represented
/ by any other director, by written proxy
| who may cast the votes of the absent hi
| rector.
The Board of Directors shall have the
! authority to make and establish AS well
as alter and amend, all bylaws. rules and
| regulations for the proper management
| and conduct of the business and affairs
] of the corporation. and shall have the
! power to authorize the borrowing of mon
1 ey. the issuance of notes or other evidences
| of Indebtedness and the execution of mort
| cages, as hereinbefOre set forth. and gen
| orally to do all things necessary or con
| venient for the proper carrying on of the
! business of the corporation.
Until the general meeting of the stock
| holders for the election of Directors to be
held on the third Monday Of January, 1921
| or until their duly qualified successors are
elected and installed the Board of Direc-
| tors shall be composed Of George A
Hero, No. 329 TchoupitOulas street. New
orleans, La; Will Ii. Douglas No. ll4%
! TChOupitOulas street, New Orleans. La.
Gus Il. Baldwin, No. 1870 Camp street. New
| Orleans, La. $. BROOK Dickson. No. 42S
| Celeste street. New Orleans La: Alfred
q. Hero, No. $40 TchOupitoulas street, New
Orleans. La with George \. Hero a,
| President. Gus Il. Baldwin as Vice PreSi
dent and Alfred y. Hero as Secretary
| Treasurer.
The terms of office of said Officers shall
! run COncurrently with that of the Board
| selecting them. except the first Board, who
| shall serve until the third Monday in Jan
| uard, 1922.
ARTICLE VII.-The common stock OF
| this corporation is issued in payment for
the patent rights owned by Numa G. Hero
under patent No. -, for q machine
and process known to him to manufacture
paille finne hay in combination with ether
! substances into food for stock, and the
| sole right to manufacture and use such
| machine is transferred and assigned "a
this corporation. The said patent rights
process and the sole use thereof have been
appraised by the Board of Directors al
Sl2J. 10000, and common stock of the paI
| value of $l25.0O0.o0 shall he issued to Numa
| &. Hero, upon the company receiving no
| tarial transfer of said patent and process.
and all the rights hereunder and the sol,
| right TO use same.
| amended or the company dissolved, as pro
yided by the laws of Louisiana.
| ARTICLE IX.-The subscribers hereto
| have respectively written opposite theil
| names the amount of stock subscribed by
! them 10 this corporation. so that this &C
Of incorporation may also serve as tn,
original subscription list of the corpora
ton, and they have stated their pOstoffic
addresses so as to conform with act 26
Of the General Assembly of the State o
Louisiana of 1914.
Thus done and passed at my office II
the City of New Orleans Louisiana on tn
day, month and year herein first abo~
written, in the presence OF Anna Naumanl
and Herbert ID. Schneidau, the under
signed competent witnesses. here residing
, who hereuntO sign their names with sal
appearers and me, notary, after due read
ing of the whole.
(Original signedJ Geo. A Hero. )
! shares preferred stock; A. o. Hero.