The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-22
CHARTER.


tail from cypress and such other kinds of
lumber and materials as may be neces-
sary, and generally TO buy, sell and deal
in lumber and to manufacture and market
lumber products; to buy, sell, deal in,
lease and mortgage real estate, to re
claim and improve landed property, and
generally to do and engage in any other
business, undertaking or enterprise con-
nected with, growing out of. germane or
Incidental TO any of the purposes above
set forth. or contemplated by this charter.
ARTICLE IV.-The capital stock of this
corporation is fixed at the sum of two
hundred thousand $500, 100000 dollars, di-
yided into one thousand common shares
of the par value Of one hundred dollars
each and one thousand preferred shares
of the par value of one hundred dollars
each; all shares of stock shall be full
paid for in cash. property or good will.
under such terms and conditions as the
Board of Directors may see fit, and shall
be non assessable.
The preferred stock shall be preferred
as to earnings up to maximum OF eight
Isl Der cent annual cumulative dividends
PAYABLE semi-annually, which shall be
paid before any dividends are PAID on the
common stock. The common stock snail
then be paid dividend up TO maximum
of eight (S) per cent.
The intent of the above clause is that
no dividend is to be paid on the common
stock until and unless, the eight per GEM
per annum dividend has been paid each
year on the preferred stock.
Any further dividends declared are 10
be shared equally by the common and
preferred stock Both classes of stock.
with the exception of the preference In
dividends accorded TO the preferred stock
under the provisions of this article shall
he on a parity in all things relating TO or
affecting this corporation, shall have the
right to participate in corporate meet
ings 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 y-An the corporate powers
of this company shall be vested in, ana
the management and control OF It's aiIaIIS
shall be exercised by Board OF III III
rectors composed of seven stockhoiuers
the membership of which may De lhSreas s,1
to n number not exceeding eleven by the
Board of Directors at any or ITS reguiar
meetings. A majority of the Board OF
Directors shall constitute quorum LOT
the transaction of its business The dl-
ractors shall be elected by ballot annually
., tho second Tuesday in January, in each
wear. Each stakeholder shall be entitled
in person or by proxy to a vote ior
each share owned by him; all eiectlohs
shall be held under such rules and regu-
lations as may be Determines t ny rme
Hoard of Directors after fifteen days
notice by mail sent to each stockholder
at his last known address. The directors
thus elected shall continue in once Tor
one year or until their successors nave
been duly qualified. No failure to elect
shall he regarded as a forfeiture of this
charter. Any vacancy occurring on sald
Roard shall be filled by the remaining
directors for the unexpired term Inc
said Board shall likewise elect such addi-
tional members in case they determine 70
increase the number of the Board. Such
Board of Directors shall at its nrst meet
ing after its election, nominate out OF lts
number President, Nice-Presl1eht'
Secretary and a Treasurer. The ofhces Oi
Secretary and Treasurer may De coihplheu
i'm one person. and the Board of Directors
is accorded the right, if it so chooses tc
elect to the office OF Secretary treasurer
a person who is neither a member OF tn'
Board of Directors, or a stockhoider ~
the corporation. Said Board shall nav
the right to appoint and dismiss sucf
clerks. managers, or other employees Of
the corporation as conditions may JUSTIFY
or the business of the corporation may
require. The tenure OF ofhce or all th'
employees of the corporation shall be dur
! ing the pleasure of the Board of Directors
| Any of the directors or officers shall hav'
| the right to appoint by written instru
ment another director as mis- proxy ah'
| in his stead at any and all meetings o
the Board of Directors.
| ARTICLE VINO sale or transfer o
4
until and unless the stockholders OF tn
corporation have been afforded the op
porutnity to purchase said shares of stool
at not less than their book value, tn
| stockholders to be given fifteen days Z
| determine whether they will avail them
selves of the stock.
ARTICLE VII.-No stakeholder shall
| ever be held liable or responsible for tn
| contracts, faults, or debts of said cor
| pOration, nor shall any mere informalit,
4 in re nrUauizati0n have tho object Of ron
| dering this charter null, or of exposing
| stakeholder to any liability beyond tn
| unpaid balance due on the shares owne,
| by him.
| ARTICLE yIII-This act of incorpora
| ton may be changed, modified or altered
or this corporation may be dissolved
| with the assent of stockholders own1n,
| two-thirds of all stock of the corpora
| ton at a general meeting for that pur
pose convened after at least thirty day
| written notice of this meeting having beer
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 tn
| stockholders shall elect three liquidator
| from among their number to Hquidat
and settle the business and affairs of tn
| company. In case of the death or dis
| ability of any of said commissioners o.
| liquidatOrs, the survivors or remaining
| liQuidators shall appoint successor Z
|
power to settle said company's debts ant
divide the remaining money and propert!
| among the stockholders. They shall ais
have the power to meet and act under tn
bylaws of the corporation and under tn
regulations to be made by the majorit!
of the liquidators; to fix and prescribe
| the terms of sale of said property, ant
the manner in which the sale shall b
made, and to take notes and bonds secures
by mortgage or otherwise for part of tn
purchase price, for all or part of said prop
| erty, provided, however, that the right
herein conferred upon the liquidatOrs ma.
be modified, changed or denied by a ma
of the corporation. The said liquidator
shall have the authority to sue for an
| recover the debts and property in tn
name of the corporation, and my be sue,
| by the same name, and they shall be liabl
| in solido to any creditor or stockholde
for the monies and property of the cor
poration which shall come into their hand
or possession as Hquidators and for tn
proper application and distribution there
! of.
| ARTICLE IX.-Until the election to b
held in January, 1921. the following shal
constitute the first Board of Directors
Oscar A. Coon, Frederick Querens, Horac
B. Cook. John Kleinkemper, Thomas !
Brown, Gus L. Solomon, George a
| dent; Frederick Querens, as Vice-Presi
dent and George A. Karayne, as Secretary
Treasurer.
| Thus done and passed in my office. o.
the day, month, and year first above writ
| ten, in the presence of A. S. Frank an
Fred Ii. Herrick. competent witnesses. VIII
have signed with the appearers and me
| Notary. after reading Of the whole.
(Original Signed:
OSCAR A. COONS,