The herald. [volume] (New Orleans, La.) 1905-1953, 1920-04-01
CHARTER.

]
/ to the amount subscribed for in the man
1 nrr following. tu-wit. There shall first
/ be declared and paid u dividend of eight
! per cent per annum on the outstanding
( preferred stock should there hr q lailur'.
/ TO declare and pay a dividend of eight
/ per cent on TIA" preferred stock in any
+ one year. or more. aitcT December @l>i.
. Ig2l then and in that event ii the profit
+ ana thu condition of tn" affairs 81 ~" cor
] pOr.ttiuu justify such action th"r" shall b"
T declared in III" Immediately succeeding
I year or years such dividends which. add
4 ed t. the dividends previously declared
I and paid on the said preferred stock. shall
I br equal to dividends At the rat" of eight
/ per cent per aUuum thereon from January
/ l>t. Ig23. il being the tru" intent of This
( provision that Their" shall hr Declared duu
| paid on the preferred stock dividends OF
! eight per cent for each and every year
( beginning January l~t. 49,, heiOr" ia"
! common stock shall l." entitled 10 receive
! any dividend whatever. Upon the ahOv"
/ and foregoing provisions being complied
! with Il dividend Of not exceeding eight
/ per cent in any one year may b" declared
/ on the common STOCK. II u" profits ana
| th,. condition at tho affairs Of the
! corporation Justify such action. should
/ ihvr" b." - surplus of profits declared 49,
| dividends after complying with all OF the
! aboy" aud foregoing provisions. then and
/ in that event such surplus Of dividends
! shall b" declared aud paid - dividends on
! ~ preferred stock and tn" other of which
! shall be- divided into two equal
amounts one of which shall h" de
| rlarrd and paid as dividends on The
/ preferred stock aud lh" other of which
! Shall h" declared and paid a> dividends on
! the common stock. The Board of Directors
| shall have the right and il hereby au-
! thorizrd and empowered to call Ia and re-
| deem any number of shares of the pre-
! rcrrrd stock M any dividend period after
! January list 1928. ~ the price and sum
| of one hundred y ten X OO/lOO (SllUUuD
| dollars per share. provided preferred stock
/ cannot b" purchased ia the ogrn market
/ al lower price. Thirty dayS prior no
! ti"e of tn" intention 1" call in and redeem
| the preferred stock shall b" given to IN"
! stock hOldcrS when stock l. 10 br redeemed.
/ Upon the liquidation Of this corporation
/ Th" preferred stock. together with all uu-
! paid dividends. ut the rat" of eight per
/ cent per aunum shall hc paid for in full
/ "Ut OF the available funds before amy pay
/ m"ut~ whatever sar" mad" Oh III" common
! stock. Dividends a"cruing 10 Stockhold-
! "r> who owe amy portion Of any stock
! subscribed for by them shall be credited To
! such unpaid subscriptions until the full
! amount of al >turk subscribed for by such
! stockholders shall hc paid in full. Such
/ credit of dividends shall not in any man
! ner relieve such stockholders from the
! payment Of calls on such subscription, but
/ IA" credit of such dividends shall he in
! excess of calls on such subscriptions to
! stock. Interest n ia" rate Of eight per
/ cent per anuum shall b" charged on the
] unpaid portion of calls on stuck SuhNrrih-
! ed for from the maturity of each call IL
! any in>talment or inStallmrntS on stock
! subscribed for should not be paid within
! thirty days after the same shall become
! due. such stock and the subscription there
| To, together with all inStailmentS paid
/ thereon, NAV be- forfeited to the Company
| by resolution of the board OF Directors
| without further notice or proceedings: or
J the Board of Directors may hold the sub
! S"riber TO said stock personally response
] bic therefor and take legal proceedings to
collect the in>tallm"nt or inStallments du"
! thereon. The Company shall begin opera
/ ton as soon as four thousand shares of
/ the capital stock. whether preferred stock
/ or common stock. or parts of each. are
! subscribed for or disposed of. At all
/ elections 10y or meetings OF the st0ckhold
: erS. each share Of common stock, whether
. pasd for in full or not shall be- entitled to
J "nr vote. 10 be east either 10y the person
/ in whose name the stock appears on the
! books of this corporation Al the time of
! the voting. or 10y his agent or proxy, duly
( authorized in writing to that effect The
! holders of preferred stock shall not be-
I entitled TO vote at any election by. or
/ meeting OF. the stockholders All trans
/ ferS Of stock shall Ice made on the books
OF the corporation and shall be- signed by
I ia" stakeholder or by his attOrnc:.
I ARTICLE VI.-Thr business and af-
/ fairs and corporate powers of this corpora
/ ton shall Ice transacted by "A Board of
/ Directors composed Of not less than five
; Directors nor more than nine Directors. to
be composed of stockholders OF this cor
. pOratiOn owning at least ten shares of
I the capital stock. The stockholders may
! AT any annual meeting elect less than five
I Directors and the Directors thus elected AT
/ any annual meeting may prior to the next
! annual meeting elect one or more auuitIOu-
; al members of the Board of Directors 80
: as TO make the Board of Directors not
/ more than nine. The Directors. whether
/ elected 10y the stockholders or by the
/ Board of Directors. shall lee elected by a
! majority of the votes at a meeting ot the
! stockholders or oi the Directors as the
] = - Illts linn
] uI TINS charter a. praCticaDlr. tnr Stork-
holders shall hold "a meeting and select
! those TO compose the first board of hi
J rrriOrN OF this corporation ana they shall
{ hold their office until In. jUIru id">uay
/ in january. 1921, or until their SUCCESSORS
/ are elected and qualified. each subsequent
/ Board shall take their seats immediately
/ lolluNluE lhtlT election. or as soon there
! after as practicable and shall hold their
/ offices until their successors shall have,
/ been elected ahd qualified. y MAJORITY ot
/ III" members of said Board OF Directors
shall constitute quorum for the tranSac-
/ ton Of all business OF said corporation.
/ On the third Tuesday in January. 1927,
and annually thereafter. an election for
/ Directors 10y the stockholders. shall be
/ held at the office of the Company. after
4 fifteen tl5l days previous notice of such
/ meeting shall have been given by advrr-'
/ tiSement appearing three times in fifteen
/ days in one of the English newspapers
| published daily in the City of New Or
! leans, tn" first advertisement appearing
| not less than fifteen days prior to the
! meeting and the last advertisement ap-
| pearing OH the day of the meeting. Every
| Board of Directors shall at its first meet
| ing after its election, or as soon there
| after rs practicable. elect President. a
| Vice President, a Secretary and a Treas
| urer, from their own number and such
| other Officers, who may or may not be
| stockholders or Directors, as may be de-
| Sirable who shall hold office mt the pleas
| ure of the Board of Directors. A failure
| to elect Directors on the date above speci-
| fled shall not dissolve the corporation, but
| the then existing Board of Directors shall
| continue to hold their offices. and another
| election shall be held soon thereafter as
practicable at Il time to be fixed by the
Board of Directors then in office. where
| Of fifteen days prior notice shall be given
| in the manner above provided, which said
notices shall be full and complete notice
\ to all stockholders of such meetings. In
| the event no election takes place mt the
| second meeting, if no second meeting
shall be called or held, the Board then in
| office shall hold over until the next an
| nual meeting or until their successors are
| duly elected and qualified. Any vacancy
| occurring in said Board of Directors. from
| any cause shall he filled by the remain
| ing Directors. The Board of Directors
| may make such bylaws, rules aud regu-
! latiOnS as they may think proper for the
! transaction of the business affairs
of said corporation, and change,
| alter and amend the same nj
' pleasure, and shall exercise all the pow
| eTs of this corporation. or may delegate
the same to one or more Officers at its