The herald., 1920-06-10
CHARTER.

over ana above the cumulative ulNiutnu
of eight (S) per cent per annum, herein
reserved for the preferred stock, except
that no dividend can be declared on the
common stock until all accrued dividends
on the preferred stock nave been declared
and no dividends can be paid on the com
mon stock until all accrued dividends on
the preferred stock have been paid.
In the event OF liqn.Ia,;on, dissolution
or winding up, whether voluntary or In
| voluntary. of the corporation, after the
payment in full to the preferred stock of
! its principal, at par value plus accrued
and unpaid dividends if any, at the rate
| of eight (S) per cent per annum, the re
naming assets and funds of the corpora
| tiOn shall be divided among the holders
| of the common stock in proportion TO
| the shares held by them respectively.
The voting power of the corporation shall.
| be vested exclusively in the common stock
unless the Company b. IN arrears in Tn"
| payment of four quarterly dividends on
| its preferred stock. as above provided, in
which event the sole voting power shall
| be in the preferred stock until the divi-
dends in arrears shall have been fully
| paid.
| Section o. The whole Of the preferred
and common stock of this corporation
any part thereof may he issued and de-
! livcrcd to any person. firm or corporation
! for the acquisition of rights. privileges.
property, business or good Will, or any
part thereof. owned or controlled by such
The Board hereinafter created is spec
tally authorized to issue and dispose of
stock for any or all of the purposes above
stated. in its judgment may seem fair
and proper. There is annexed hereto,
to be read in connection herewith. an
accurate. detailed and itemized descrip-
ton of the property conveyed to this
corporation in payment or subscriptions
To its capital stock. the said property
| consisting of the entire assets and hablil-
| ties of the johnson Iron Works. Ltd. Ga
corporation organized 10y act before
| James Fahey. Notary Public of the
| Parish of Orleans, dated May - 1852
| recorded in the mortgage office of the
/ Parish of Orleans. III book 80. foh0 l23)
and all of the dry docks, lands and ply
steal assets aud good will formerly be
| longing to the New Orleans Dry Dock y
! Shipbuilding Company.
| ARTICLE V Section l. All of the
| powers of this corporation shall be vest
! ed in and exercised by Board of hi
| rcCtOrS of not less than seven "a nor
| more than fifteen I'D. to bc named from
| among the holders Of common stock. The
! number of Directors within said limits
| shall he fixed at the annual meeting o.
! stockholders provided that should the
! the number at any time be less than the
maximum of fifteen Directors, the record
holders of majority o. tne common
| stock unless the common stock should
| have lost the right to vote because of
as herein prOvided) may at any time by
| an instrument in writing, increase the
| membership of the Board TO any number
not in excess of fifteen, and name hold
| crS of common stock to fill vacancies thus
created. In intervals between meetings
of the Board of Directors, All the powers
of the corporation may be vested in and
| exercised by an executive committee of
not less than five Directors TO BE appoint
ed by the Board of Directors. Unless
| otherwise provided in the bylaws of the
| Company, five directors shall constitute
quorum of the Board. The Board of
| Directors shall be elected annually by
| ballot at stockholders meeting, to be
held on the first legal day of May of each
| year. after due notice given by mailing
| same TO the stockholders entitled to vote.
at their last known post office address,
| or If none be known, then to the Gen
| eral Delivery at New Orleans. Louisiana,
at least fifteen days before rae date Of
| said meeting. Upon election for Direc-
| tors, as upon all other matters, the right
| to vote shall be vested exclusively in the
| common stock unless the Company be in
arrears four quarterly dividend payments
| on the preferred stock, in which event the
| sole voting power of the Company shall
| be in its preferred stock until the divi-
dends in arrears shall be -uIiy paid up
| as hereinabOye provided. In case of any
vacancies in the Directorate. through
death. resignation, disqualification or
| other cause, a successor to hold office for
the uneNpired term of the Director whose
| term shall be vacant. and until the cleo
| tiOn of a successor, shall be appointed by
| the Board of Directors in accordance with
the written directions of a majority of
| the holders of the class or stock, then en-
| titled to vote. Failure to elect Direc-
| tors upon the day specified shall not
dissolve the corporation, but the Direc-
| tors then in office shall continue in Of
| flee until their successors are elected
and qualified. The Board of Directors
Lar fha firSf fAIl
nual election shall elect from their num-
| Der a president and ono or more vice
presidents, who without mineral desig-
nation shall rank in the order in which
they are elected, and they shall likewise
elect but not necessarily from their num-
Der. a Secretary and a Treasurer (who
may be the same individually and such
| other officers and suCn committees as
the Board of Directors shall deem neces-
Sary. The Board shall nave power, in
its discretion to unite two or more of.
fices and to confer the same upon one
person. and shall have the power to fix
the salaries of all the aforementioned Of
ficers and of such further officers and
agents as they may deem necessary.
At any meeting of the Board of Direc-
tors. any Director absent from the meet
ing may be representec ny any other Di-
rector. who may cast the vote of the said
absent Director, according to the written
, directions, either general or special OF
the said absent Director.
! Section .. In furtherance and not in
limitation of the powers conferred by
law, the Board of Directors is hereby
expressly authorized:
ta) To make and establish as well as
alter and amend all bylaws, rules and
regulations necessary and proper for the
! support and management of the business
and affairs of said corporation. not incon
sistent with its charter;
Il lb) To borrow money necessary for tn,
, ordinary business operations of the cor
poration and through the president OF
some other duly authorized agent OF
, agents. to execute mortgages, or pledge.
, and issue notes, bonds or other obliga
, tons. for such amounts and on such term,
as in their judgment may be deemed ad
vantageous, and generally to do all thing,
reasonable and necessary for the proper
, carrying on of the business of the cor
poration; provided, however that so Ions
as any of the preferred stock is outstand
ing the corporation shall not incur an,
? additional Indebtedness, secured by mort
gage or pledge of any of the property
acquired by 1t upon its organization Tex
! cept Liberty Bonds, contracts, claims and
obligations) without the consent in writ
ing of the holders Of seventy five (75) ne,
, cent OF the then outstanding preferred
stock, and of the Securities Sales Com
, pany of Louisiana, Inc.
(c) To issue and deliver fully paid
shares of stock and bonds or obligation.
, OF said Company, in payment of property
or rights actually received by said cor.
poration;
, I'D To direct or determine the use an,