The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-08


recorded in my office in book 123i, folio
746.
New Orleans. November %. 1919.
tSigned) EMILE J. LEONARD. ID. r.
ELDoN s. LAZARUS.
Notary Public.
Dec. 11-Jan. Is.
BROTHERS LUMBER COMPANY.
United States of America. State of Louis
lana, Parish of Orleans, City of New Or
leans. Be IL known that on this 18th day
one thousand. nine hundred and nine
teen, and of the Independence of the
United States of America the one hun
dred and forty fourth, before me, Eldon
missioned and qualified in and for the
Parish of Orleans, State of Louisiana,
therein residing, and in the presence of
the witnesses hereinafter named and I'M
dersigned. personally came and appeared
Marcel Krauss and Alexander Krauss,
President and Secretary, respectively, of
Krauss Brothers Lumber Company, a cor
poration created under the laws of the
State Of Louisiana by act before Herman
Michel late notary public for the Parish
of Orleans on April IL. 1913, recorded in
Mortgage office book loss, folio 452, and
amended by act before the same notary
passed on October 10th, 1915, recorded In
Mortgage office book 115I, folio $50 and
again amended by act before the sans
notary passed on February %, 1917, re-
corded in Mortgage office book 12O6, folio
4O1.
And the said appearers, acting in their
said capacities, and In behalf of said cor
poration, by virtue of the authority con-
ferred on them by the stockholders of
said company on the 18th day of No
vember, 1919, as will more fully appear
by a certified copy OF the resolutions
adopted at the said meeting OF stockhold.
ers, which is annexed hereto, declared that
general meeting Of the stockholders
of the said Krauss Brothers Lumber
Company was duly convened and held at
the offices of said company in the City
Of New Orleans on the 18th day of No
vember, 1919, for the purpose of con-
sidering the making of certain changes
and amendments to the charter OF said
company, that at said meeting the said
stockholders unanimously voted to amend
the Charter thereof, and to authorize the
said appearers to come before me. the I'M
dersigned notary public to preserve and
embody In due legal form, the said action
of the stockholders. The said appearers
accordingly further declared that they
have appeared before me. notary public.
under the authorization aforesaid, for the
purpose of embodying in proper and au-
thentic form the action Of the stockholders
in altering and amending Articles Nv, v
that said articles shall hereafter read and
be as follows:
ARTICLE Iv.-The capital stock of
this corporation is hereby fixed ut one
million ($1, 900. O000O) dollars, consisting
of ten thousand shares Of the par value
which. said capital stock shall be divided
as follows:
l. $500, 10000 thereof consisting Of 1000
shares shall be preferred stock, and
5000, 10000 thereof, consisting Of 5000
shares shall be common stock.
2. Said preferred stock, subject to the
provisions and stipulations hereinafter set
forth, shall be divided into the following
two classes:
(a) $350,0O000 consisting of $500 shares
shall be designated as preferred stock,
Class "a" and
(b) S5o,0O0.O0, consisting of 500 shares,
shall be designated - preferred stock
Class "B."
3. All of said preferred stock. both
Class "a" and Class "B" shall be en-
titled by preference and priority over al
of said common stock to dividends in eacf
and every year at the rate of seven pei
cent per annum, payable out OF the pront.
or earned surplus, semi-annuaily on FEB
rurary LIST and August list OF each year
| said dividends shall be cumulative, bu
| limited to seven per cent per annum, ant
/ no dividend shall be paid on, or set asld'
| for. the common stock until all the Qlvl
dends on the preferred stock shall hav'
been fully paid. In the event Of the dis
solution or liquidation Of the corporation
or of any distribution Of the assets OF tn
corporation for any reason whatsoever IN
/ par value Of all preferred stock, legal!
the holders thereof In full with the un
paid dividends and accrued interest there
on at the rate Of six (6) per cent pc
/ annum before any payment shan De sc
| aside for, or made to, the holders OF Tn
/ common stock.
4. The only distinction between preferre'
/ stock Class "a" and preferred stock Gas
"B" shall be that for Eve years after It
issuance, preferred stock Class "B" shal
/ be convertible into common stock OK IN
/ company (if at the time there be- an.
unissued common stock in the treasur
Of the Company at the then book valu
| Of the common stock; such conversion
/ be at the pleasure Of the holder OF san
Il preferred stock Class "B" at the end Q
any fiscal year. Upon such conversion
share in the dividends earned or Dai
thereon only for the ensuing year. IN
i holder of said stock being entitled 70 TN
dividends thereon as preferred STOCK u
| to the date Of such conversion. Except 10
this conversion privilege, there shall
no distinction Whatsoever between pre-
ferred stock Class "a" and preferred stoc
/ Class 3D." and wherever else In thl
j charter reference shall be maze 10 PR
/ ferred .stock, 1t shall be construed {
mean. without discrimination. the SUI
total OF the Class "A" and Class "B" pre-
lferred stock.
& Said preferred stock may be retire
4 At 5000 per share at the end Of an
fiscal year out Of the net earnings o. SUI
i pius Of the company. but such retiremen
Il shall be left entirely to the discretion 2
the Board Of Directors Of the company
i who shall give at least three months PRE-
i yious written notice Of such intended n
1 tiremenf The method ct such retiremer
shall also be left to the discretion OF Tn
Il BOARD Of Directors, but no retirement
the preferred stock Class "B" shall Q
4 erected until after the lapse OF the cor
lyersfon privilege on that particular stoci
as set forth In paragraph four ~ OF tnl
article.
preferred stock Class. 'sB" and the comma
stock shall all have equal voting power
Il that IL. the holders thereof shall be en-
titled at ali meetings Of the stockhoideI
OF the company to one vote for each shaI
tof stock held by them.
I. All or any portion Of the preferre
stock that f. retired may be reissued .
the Board Of Directors e such person
neraous a. said Board 81 Directors eha