The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-15
CHARTER.


The intent of the above clause is that
no dividend is to be paid on the common
stock until and unless, the eight per cent
per annum dividend has been paid each
year on the preferred stock.
Any further dividends declared are Il
be shared equally by the common ana
preferred stock. Both classes of stock
with the exception of the preference in
dividends accorded to the preferred stock
nnder the provisions of this article shall
be- on parity in all things relating to or
afiertlng this corporation, shall have the
right TO participate in corporate meet
lngs and are accorded equal voting value
The capital stock of this CORPORATION
may be increased to five hundred thousand
dollars, of either common or preferred
stock or partly of both kinds.
ARTICLE V.-All the corporate powers
of this company shall be vested in, and
the management and control Of its affairs
shall be exercised by Board of Di-
the membership of which may be increased
to a number not exceeding eleven by the
Board of Directors at any of its regular
meetings. A majority of the Board of
Directors shall constitute quorum for
the transaction of its business. The di-
rectOrs shall be elected by ballot annually
on the second Tuesday in January, in each
year. Each stakeholder shall be entitled
in person or by proxy to vote for
each share owned by him; all elections
shall be held under such rules and regu-
lations as may be determined by the
Board of Directors after fifteen days
notice by mail sent to each stakeholder
at his last known address. The directors
thus elected shall continue in Office for
one year until their successors have
been duly qualified. No failure to elect
shall be regarded as forfeiture Of this
charter. Any vacancy occurring on said
Board shall be filled by the remaining
directors for the unexpired term. The
said Board shall likewise elect such addi-
tional members in case they determine to
increase the number of the Board. Such
Board of Directors shall ut its first meet
ing after its election, nominate out Of its
number, President, Vice President, a
Secretary and a Treasurer. The Offices of
Secretary and Treasurer may be combined
in one person, and the Board of Directors
Is accorded the right. If il so chooses to
elect To the office of SecretaryTreaS urer
person who is neither a member of the
Board of Directors, or a stakeholder in
the corporation. Said Board shall have
the right to appoint and dismiss such
clerks, managers, or other employees OF
the corporation as conditions may justify
or the business of the corporation may
require. The tenure of office of all the
employees of the corporation shall be dur
ing the pleasure of the Board of Directors
Any Of the directors or officers shall have
the right to appoint by written instru-
ment another director as MS proxy and
in his stead at any and all meetings of
the Board of Directors.
ARTICLE VINO sale or transfer OF
stock in this corporation shall be valid
until and unless the stockholders of the
corporation have been afforded the Cd
porutnity to purchase said shares of stock
at not less than their book value the
stockholders to be given fifteen days to
determine whether they will avail them
selves of the stock.
ARTICLE Vino stakeholder shall
ever be held liable or responsible for the
contracts, faults, or debts of said cor
poration, nor shall any mere informally
in its organization have the effect of rem
dering this charter null. or of exposing a
stockhOlder to any liability beyond the
unpaid balance due on the shares owned
by him.
ARTICLE vIII-This act of incorpora-
ton may be changed, modified or altered.
or this corporation may be dissolved
with the assent of stockholders owning
two-thirds Of all stock of the corpora
ton, at a general meeting for that pur-
pose convened after at least thirty days
written notice of this meeting having been
given by mail addressed to each stock
holder at his last known place of resi-
dence. In case of dissolution by the ex-
piratiOn of this charter or otherwise. the
stockholders shall elect three liquidators
from among their number to iquidate
and settle the business and affairs of the
company. In case of the death or dis
ability of any of said commissioners or
liquidators, the survivors or remaining
a
him. The said liQuidators shall have full
power to settle said cOmpanys debts and
divide the remaining money and property
among the stockholders. They shall also
have the power to meet and act under the
bylaws of the corporation and under the
regulations to be made by the majority
OF the hquidators; 10 fix and prescribe
the terms of sale of said property, and
the manner in which the sale shall be
made, and to take notes and bonds secured
by mortgage or otherwise for part of the
purchase price, for all or part of said PROP
erty, provided, however, that the rights
herein conferred upon the liquidators may
De modihed, changed or denied by a ma
Jor1ty OF the shares of the capital stock
OF the corporation. The said liouidators
shali have the authority to sue for and
recover the debts and property in the
name OF the corporation, and nv be sued
Dy the same name, and they shall be liable
In solido to any creditor or stockholder
Tor the monies and property of the cor
poration which shall come into their hands
or possession as liquidators and for the
of. '"eie
ARTICLE IX.-Until the election to be
held in January. 1921, the following shall
constitute the first Board of Directors
Oscar A. Coon, Frederick Querens, Horace
b. Cook, John Kleinkemper, Thomas i.
Brown, Gus L. Solomon, George A.
Karayne, with Oscar A. Coons, as Presi-
dent; Frederick Querens, as Vice-Presi-
dent, ana george a. harayne, as secretary
Treasurer.
Thus done and passed in my office. on
the day, month, and year first above writ
ten, in the presence of A. S. Frank and
Fred IL. Herrick, competent witnesses, who
have signed with the appearers and me- |
Notary, after reading of the whole.
Original Signed):
OSCAR A. COONS, |
1000 Shares. Common, New Orleans, La. |
FREDERICK QUERENS, JR.,
45 Shares, Preferred, New Orleans La
HORACE B. COOK,
10 shares, Preferred, Patterson, La, Per |
Pro. o. A. Coons
JOHN KLEINKEMPER,
8 Shares, Preferred, New Orleans, La.
THOS. b. BROWN.
10 Shares, Preferred, New Orleans, La.
GUS l.. SALOMON,
10 Shares, Preferred, 405 Carondelet St,
New Orleans, La.
G. A. KARAYNE,
435 Carondelet St., New Orleans La.
Witnesses:
A. s. Frank,
Fred II. Herrick.
PERCIVAL H STERN,
Notary Public.
i, the undersigned, Recorder of Mort
cages, in and for the Parish of Orleans.
State of Louisiana, do hereby certify that
the above and foregoing Act of Incorpora-
lion, OF the Coons SilO and Building Co
Inc. was this day duly recorded in INV
office, in Book 1898, folio IS, New Orleans.
December IL, 1919.
(Signed) EMILE J. LEONARD. d. r.
A true copy from the original charter.
PERCIvAL II. STERN,
Notary Public