The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-18
CHARTER

| or become allowable or authorized under
any statute applicable thereto, now or
hereafter TO be enforced
! Generally to do all and everything neCcS-
| Sary, suitable, convenient or proper Tor
| the accomplishment of any Of the purposes
| or of any one of the objects herein emu
mcratcd or incidental TO the powers here
| in named which shall at any time ap-
| pear conductive or cNprdieut To the pro
! lection or benefit of the corporation, either
| as holders or, or Interested in any prop
| erty or "thcrSi>e, with all powers no"
| or hereafter conferred by the laws OF IN"
state of Louisiana upon corporations or
| ganizrd under the Act herein referred 10.
This corporation shall have TIA" power
/ to conduct its business ia all of it, branch
/ r~ i'm any of the States Territories or
| as in foreign countries. and may haN"
one or more Offices outside of III" state "i
Louisiana.
ARTICLE Iv.-Thc authorized capital
stock of this corporation j. hereby lN"d
at th" sum OF twenty thousand i>-b.-
u1oooD dollars, represented 10y three thouS-
and, HEr hundred shares. which said "arl-
tai stock shall Dee divided as follows.
Twenty-Five Thousand dollars consisting of
twenty five hundred shares oi the par vain"
OF Ten tSlOuOl dollars per share shall hr
preferred stock. and one thousand dollars,
consisting Of one thousand shares OF the
par value Of one dollar per share, shall h'
common stock. said preferred stock shall
b" entitled t. preference and priority oven
j..
every year at the rat" OF eight per cent
per HuuUu. payable ont of the prOhtS or
earned surplus annually on the first day
OF January of each year, as declared D.
tn" Board of Directors. said dividends
shall bc cumulative, and shall Toe limited
10 eight per cent per uunum, and no dIyI-
d"uds shall be paid on. or set aside for.
the common stock until all the dividends
on the preferred stock shall have been
fully paid. said preferred stock shall hay,
no voting power.
In the event Of the dissolution or liqu-
dation Of the corporation. and in any dis
tributiOH Of the assets of said corporation
among the stockholders. the par value
all the preferred stock legally issued an,
outstanding shall be paid TO the holders
thereof, in full, with all unpaid dividends. !
before any payment shall be- made to the I
holders of the common stock.
The Board Of Directors may. at any time |
out of tn" profits or earned surplus Of said |
corporation, retire all or any portion of |
said preferred stock on giving To the reg |
l>tvrcd holder or holders thereof thirty |
days written notice by registered mail to |
the last address given to the corporation |
(Which notice and delay may be waived /
10y any such siorkhuld"rl. upon pay !
mCnt to the holders or said stock so re- /
tired, the par value thereof, plus ten per /
cent. together with all accumulated an |
nual dividends TO the agreed dividends /
provided in this charter, up TO the date Of /
the redemption of said stock, after which |
the dividends on said stock shall cease !
said redemption to he prO-rated accord |
Ing TO the outstanding stock. No preferred |
stock, however, shall be retired until the |
expiration Of two years from the date
hereof. No dividends will be paid on the
common stock until all of the preferred |
stock has been retired
In the event of the dissolution or liqui-
datiOn Of the corporation after the paw
ment of the debts of the corporation and
the payment in full OF the par value OF
IN" preferred stock legally issued and out
together with all accumulated
anu unpaid dividends thereon. the entire
Of said assets or said CORPORA
ton shall be divided among the holders of
the common stock. legally issued and out
standing IN proportion to their respec
tive holdings.
be vested exclusively in the common stock
II all elections of directors or other meet
ngS of the stockholders. except on ques-
ions relating to the modification, chang
ng or alteration Of this charter, or Iiqui-
iation or dissolution OF this corporation
n which cases the preferred stock shall
nave like voting power as the common
stock, that is, one vote for each share OF
stock.
No amendment to the charter shall be
laSsed which shall impair the rights OF
he preferred stockholders as hereinabove
provided.
no stockholder shall have the right to
ell or otherwise dispose of his common
took in this corporation TO any person
,ther than a stOckholder thereof. withour
lrst Offering IL in writing for thirty DAYS. ,
hrOugh the Board Of Directors, to the !
'ther holders of common stock at its :
'ook value. as determined by the last pre- !
eding inventory.
ARTICLE V.-This corporation shall he (
going concern as soon as $4,000 of the [
apital stock has been subscribed for. 7
'hlch shall be paid for in cash or its I
quivalent. q
ARTICLE N1.-Thc capital stock of this !
Orporation may be increased to fifty-six /
thousand (S56.00O.OOJ dollars, that is, the q
referred stock may be increased to fifty | !
thousand (S50,OOO,OO) dollars, and the com. {
non STOCK may be increased TO six thOus- 5
nd (S6OOOOO) dollars, and the preferred a
toCkholders shall have the option of sub I
crlolng TO the preferred stock in propor- r
ION TO the preferred stock then owned by a
hem, and the common stockholders shall Il
ave the option of subscribing TO the COM i
non stock in proportion TO the cannon n
took then owned by them. I
ARTICLE yII.-The business and affairs U
this corporation shall be managed and u
ii the corporate powers thereof shall be :
ested In and exercised by Board of not $
SIS than three 90 nor more than five 80 n
directors, TO be elected from among the a
tockholders, and a majority of the hi a
ectors at any time in Office. either present ;,
person or represented by proxy. in n
luding the President and other officers y
hail constitute a quorum.
The said Board of Directors shall elect a
rom their number annually a President q
ne or more Elce-Presidents, Treasurer :,
nd a Secretary. The Office of President
nd treasurer may be combined and filled I.
y the same person. The office of Treas ii
rer and Secretary may be combined and g,
lled by the same person. Neither the II
,easurer nor the Secretary need neces-
irlly be members of the Board of Di- G,
,ctors. -
The first Board Of Directors shall con- 81
st OF stockholders and shall be composed ii
Joseph Raynaud. Mortimer A. Sherick I,
nd Julian n. Sherrouse. with the said b.
oseph Raynaud as President and Treas b.
rer. and said Mortimer A. SheriCk as a,
and the said Julian y OF
herrouse as Secretary.
The post Office addresses of said directors p
re as follows: Joseph Raynaud 2523 Il
ctavia Street, New Orleans, La; Mortimer
. Sherick. 1910 st. Charles Ave, New Or e.
ans, La; Julian y. Sherrouse, 3ll6 Pry-
mia Street, New Orleans, La. s.
These directors shall serve until the sec -.
nd Monday in October, 1921. or until =,
leir successors have been duly elected n,
nd qualified. The annual meeting of :;
-ockholders for the election of directors A.
hall be held on the second Monday in III
ctober of each year, unless said day be s,
regal holiday, and then on the next
ank day thereafter. d,
The Board OF Directors shall have the p
I'll and complete control of the property ST
this company, and they shall conduct 81
anage and use the same as in their dis
elton they may deem best, If not in D,
'nsistent with the objects of the com 81
any and the welfare of same. b.
The said Board of Directors shall have n
further md at,fh 70 Ill