The herald., 1920-08-19
CHARTER.

on a general import and export cuisines, .
as principal or agent. the foregoing details .
not being intended TO be exclusive. and .
To do any act or thing necessary or proper /.
TO accomplish the objects and purposes of
the said corporation.
ARTICLE ". The capital stock # this
corporation is hereby fixed 100 the sum of
two hundred and fifty thousand and .
and represented by two CLASSES, preferred
and common. i'm the proportion of ON .
hundred and seventy -tiy" thousand and .
no iUU tNlEI.uuuuuI dollars of preferred
stock and Scyruty-iy thousand and .
no 100 tSII uuuOuI dollars of common
stock. The capital stock may b" increased
to the sum Of one million aud no 100 ISL.
OOO OuOOuI dollars. The preferred stock Is
70 be divided into one Thousand seven
hundred sud fifty N.IJU) shares of fh"
par value of one hundred and ru. luu
tSlOOuuI dollars per share. aud D. shall
bo entitled To receive ont Of amy and HlI
surplus net profits whenever a~"rr'gIu'i.
cumulative dividends az the rat" of 'i-h'
go per cent per uuuuU Doc each Huu
every year hereafter. payable az such
periods as the BOARD of Directors may ts.
t"ruiur in preference and priority 2" any
payment of dividends on d." common
stock for the period thrr"toiur" elapsed.
The preferred stock, however. ~haI NOT tr
entitled 10 participate ia any other gen
"ral earnings or profits beyond the SAID
. eight t>.,b Per cent annual cumulative
" dividends but shall be- entitled 20 b" re-.
/ paid in fun with th" accumulated unpaid
/ dividends thereon upon amy distribution OF
/ the assets Of said corporation or 100 tho
. event OF Insolvency. NqUIdafluu- di~~uII-
b tiuu or termination of It's corporate ~.
? i~tcurc. before any distribution Of capital
or earnings shall b. mad" {" ih" holders
. of tn" common stock. MI OF any amour.
. Of the preferred stock may Zee retired aud
. redeemed by th" Board OF Directors Iu
its discretion at any time. in such manner
/ aud upon such motto" - ID" Board may
determine. at IA" prir" OF one hundred aud
ten and no 100 tSllUUub dollars for each
F share together with all accrued dividends
/ thereon. II. after providing for the pay
/ mcut in full of all dividends for any Nrar
I on the preferred stock and any ar'umu
T lated dividends that may hc due Oh said
/ stock for preceding years. there shall r..
. main any surplus net profits. such surplus
net profits may hr applied by the Board
of Directors. either to tho payment Of
/ dividends upon the common stock or may
be devoted 10 the redemption Of all or amy
part of the preferred stock, or may hr ap-
piled To any other purp"~" relating TO the
COmVany's business a. the Board. in it,
discretion. may deem fit. The preferred
l stock shall have no voting power Whdt~u-
ever or connection with the control Of the
corporation. the holders thereof hereby
! expressly waving any right TO vote said
! preferred stock at elections for directors
or on any other question. or to participate
in stockholders meetings convened for
any purpose whatsoever. The common
stock is to be divided into seventy -fiVr
hundred shares of the par value OF ten
and no 100 $1,000 dollars per share. The
| voting power Of the corporation shall be
vested exclusively in the common stock.
which is To have the entire control and
management of the corporation. No stock
may be issued except for labor done. Serv-
ices rendered or money or property actual
ly received and no present or future
stakeholder shall ever validity sell, assign
or transfer. other than by Inheritance. any
of the common stock of this corporation
until the same shall have been first of
fered In writing to the remaining holders
of the common stock for tn" benefit of
such stockholders as may desire to pur-
chase the same. said offer To he addressed
to the Board of Directors, and ten days
shall be allowed for the acceptance of
same in writing by any of the common
stockholders of the corporation who may
| be willing to pay the book value of said
/. | stock as shown by the books Of the cor
| pOration on the first day of January last
preceding the date of such offer. Each
/ holder of the common stock of this cor
. / pOratiOn shall be entitled to purchase
! stock so offered for sale in the proportion
that the number of shares owned by him
at the time bears to the number OF shares
/ owned by the other holders of the com
b. mon stock who desire TO participate III the
purchase.
ARTICLE V.-An the powers of this
r corporation shall be vested in and eNer-
r csed by Board of not less than three
nor more than five Directors, as may Ice
determined in advance each year by the
common stockholders. at the annual meet
5 ing OF the common stockholders or at any
; | special meeting called Tor ihe purpose OF
j increasing or decreasing the number oi
; directors within the limitations of this
I article. The first Board of Directors shall
:; be: John j. Gillespie, whose postoffic'
! address is 26l4 State Street, New Orleans
9 La. who shall be President; Frank J
j Grunenthal, whose postofficc address is
Grunewald Hotel, New Orleans. La. VIII,
70 | shall be Vice President, and Warren III
l. | Powell. whose pOStOffice address is 1872;
4 Josephine street New Orleans. La, who
shall be Secretary Treasurer. The above
l. named Board of Directors and Officers
shall continue to serve until the second
h Tuesday in January, 1922 nj which time
Y and annually thereafter. the common stock
d holders shall elect from their number th'
1 Directors of this corporation. The above
y | named Board of Directors and each sue
t. ceeding Board shall continue to hold office
: ! until their successors are elected and quail
l. flied. Each succeeding Board of Directors
d | shall at their first meeting following
their election. select from their number
n President. a Vice President and a Score
r. tary Treasurer. The election of Director
e shall be by ballot and the person receivins
Z the largest number of votes cast shall b,
% declared elected. Each share of common
e stock shall be entitled to one vote at meet
e ings of stockholders, but no fractional
share shall be entitled TO vote. A ma
jority OF the Directors voting at any on
time. in person. shall be required to pas
any resolution or adopt any bylaw which
when so adopted. shall become valid cor
porate acts, provided quorum of the hi
rectOrs were present in person. In cas-
OF vacancy on the Board or among tne OIL
GERS caused by death, resignation or re
moval. the remaining members of tn,
Board shall have the power to fill sucl
vacancy.
ARTICLE VI.-NOtice of all meetings o
stockholders for election of Directors, OF
:. for any other purpose. shall be given il
- writing by the Secretary, and a notice
5, shall be deposited in the mail at leas
It fifteen days before the meeting is held
l. addressed to each common stakeholder a
l. his last known address, as the same shall
n appear upon the books of this corporation
W unless said notice is waived in writinl
by all common stockholders appearing OF
the books. At all meetings of stockhOld
ers. a majority of the votes cast shall b.
sufficient to determine all questions vote'
upon. except the alteration, amendment o.
dissolution of this corporation.
ARTICLE Widths act of incOrpora
ton may be altered, amended or modified
& or this corporation may be dissolved, b!
and with the assent of the hobiers o
three fourths in amount of its then out
l. standing common stock. given at a genera
r meeting of the common stockholders, 4
& be convened after fifteen days prior no
he tice, to be given in one of the daily news
, 1 Il H.. H.. ,ss- N