The herald., 1920-06-03
CHARTER.

. to its capital stock. the >ald property
consisting of the entire assets and liabili-
ties of the johnson Iron Works. Ltd. Ga
. corporation organized by act before
James Fahey. Notary Public of tn"
| Parish of Orleans, dated May -. 1889,
, recorded in the mortgage office of the
! Parish of Orleans in book 800 folio 1873
and all of the dry docks. lands and ply
steal assets and good will formerly be
longing TO the New Orleans Dry Dock
Shipbuilding Company.
| ARTICLE Section l. All Of the
powers of this corporation shall be vest
ed in and exercised by Board of Di-
rectOrS of not less than seven ca nor
more than fifteen 40, to he 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
ma Nimum of fifteen Directors. the record
holders of majority o. iHe common
stock unless the common stock should
have Lost the right to vote because of
arrears in dividends on preferred stock
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. Az the powers
OF the corporation may be vested in and
exercised by an executive committee OF
not less than five Directors TO 5e appoint
ed by the Board of Directors Unless
otherwise provided in the bylaws of the
Company. five directors shall constitute
a 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. upon all other matters, the right
to vote shall lie 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 i'm its preferred stock until the divi-
, dends in arrears shall be 1lily paid up
as hereinabOve provided. In case of any
vacancies in the Directorate. through
, death, resignation, disqualification or
, other cause. a successor to hold office for
. the uneXpred term of the Director whose
. term shall be vacant, and until the cleo
, ton of a successor, shall be appointed by
, the Board of Directors in accordance with
. the written directions of 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
! ut the first meeting following each an
T nual election shall elect from their num-
, Der "A president and one 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, Secretary and 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 aave power, in
Its discretion to unite two
fees and to confer the same upon one
person, and shall have the power to fix
the salaries of all the aforementioned Of
Ulcers 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 represented by any other Di-
rector, who may cast the vote of the said
absent Director according to the written
l 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 Outhorized:
(a) To make and establish as we'll as
, alter and amend all bylaws, rules and
| regulations necessary and proper Tor the
support and management of the business
and affairs of said corporation, not incon-
} sistent with its charter;
/. CD To borrow money necessary for the
! ordinary business operations of the cor
pOratiOn and through the president or
7 some other duly authorized agent or
agents, TO execute mortgages. or pledges
and issue notes. bonds or other obliga-
tiOns, for such amounts and on such terms
as in their judgment may be deemed ad-
vantageous, and generally to do all things
reasonable and necessary for the proper
carrying on of the business of the cor
pOratiOn; provided, however that so long
as any of the preferred stock is outstand-
ing the corporation shall not incur any
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) per
cent of the then outstanding preferred
stock. and of the Securities Sales Com
pany of Louisiana, Inc.
(c) To issue and deliver fuIIv Maid
shares of stock and bonds or obligations
of said Company. in payment of property
or rights actually received by said cor
pOratiOn;
Id To direct or determine the use and
disposition of any surplus of the net
profits over and above the capital stock
paid in, subject to the provisions of this
charter;
(e) To do all such acts and things as
may be necessary to carry out the OBJ
ganized.
Until the next general meeting OF the
stockholders for election of the Direc-
tors, TO be held under THIS charter on
the first legal day of May, 1921 or until
their duly qualified successors are elected
and installed. the Board of Directors of
TINS corporation subject to increase as
herein provided, shall be composed of:
Wilmer II. johnson, Morgan and Seguin
streets, Algfers. La; Warren Johnson
Morgan and Seguin Streets Algiers. La !:
Eads johnson, rs Broadway New York
City; George KOffskey. Morgan and Sc
guin Streets, Mgiers, La: Ellis J. Stearns
Morgan and Seguin Streets Algiers. La !:
H. ii. Collins. Ga Peachtree Street Atlanta
Ga: Selby c. Parker. S25 Gravier Street
New Orleans, La; Furman b. Pearce
Hennen building. New Orleans. La /:
George Plant, Whitney Building. New
orleans, La: VIM. A. Dixon, Whitney
building, New Orleans. La; Charles deb
Claiborne, Whitney Building New Or
leans, La OF the foregoing. Wilmer II.
johnson shall be president: Warren John
SON. vice-president and general manager
Eads johnson, vice-president. and Ellis
j. Stearns. secretary ana treasurer.
ARTICLE VI.-This act of incorpora
ton may be modified, changed or amend
ed or the corporation dissolved by a vote
or two-thirds Of the stock then entitled
to vote, present or represented at a gen.
eral meeting of the holders of such stock
for such purpose. after previous notice
snail have been given in the manner
above required Go be given of the annual
meeting of the corporation: provided that
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