The herald., 1920-10-21
CHARTER
AMENDMENT To CHARTER OF RE
PUBLIC BON COMTANN, INC.


wear uu. thousand nine hundred and tNru
~. before me. Charles Eo~'n. Notary
HubH0. duly commissioned ana qulllhrd
AMI ia the prrS-ur. of tn" undersigned
witnesses. personally came and appeared
SigI-muud ;. Levy Chairman. and liarr.
HlrGi". Secretary Of meeting Of ih"
StOrkhoid,T, Of the Republic Box Com
pHnl Inc. corporation organized by
act befprr Scott +. Beer. Notary Public.
on the twenty eighth day of August. 1914
and recorded in Mortgage Office Of this
Parish. in BOOK ll2I. Folio 800; which said
appraTnr~ declare that at a special meet
iuE Of the stockholders Of said corpora
ton, held on this day. at which ali of IN"
stockholders were present in person or
represented 10y proxy, a certified copy OF
the MINUTES of said meeting being hereto
annexed, Article -Four Of the charter OF
said corporation was amended by unHni-
nous vote so As to read as follows. to-wit
ARTICLE Iy.-Thc capital stock of this
CORPORATION il hereby declared 20 hc the
sum OF two hundred thousand lS2o1.WHTI
dollars, represented by two thousand
(sOoOJ shares of tn" par value Of on"
hundred (SlOOW dollars per share. Of
which ten thousand t$iO,upoOI dollars
represent, the original common capital
stock heretofore issued and now outStand.
ing. and one hundred and ninety thousand
$50 OO0OOD dollars shall represent the in.
crease IN th" capital stock. Ia" Board ~
Directors II hereby authorized 10 transfer
to capital ~ of July list. 1920. prontH and
surplus Of IN" corporation 10 the amount
or hundred ana lulTih lN"u~tNl
tSl&OeroOW dollars and To issue therefor
As q stock dividend As Of said date. July
lSt. 800 one hundred and thirty thousand
Sl30 UUO upj dollars Of said Increase Of on"
hundred and ninety thousand $3.50 OOOuul /
dollars. and the Board Of Directors i |
hereby authorized to issue tn" remaining
sixty thousand tIO,DONi dollars Of said !
increase for the acquisition by exchange 90
the outstanding capital stock of tn" Gulf ,
Mill < Lumber Company, Inc, of New /
Orleans, Louisiana. upon the basis Of share
for share. This corporation is hereby au- I
thOrized to exchange up To, but not cN- |
Ccsding seventy thousand tSIO,OOO.OO) dol !
lars Of the common capital stock of this |
corporation. for seventy thousand $50 |
$4,000 dollars preferred stock Of this cor
poratiOn, and upon the said eNchhng" be |
ing made said common stock shall be can /
crllrd and retired and for that purpose To
issue seventy thousand STOWOOOl dollars |
Of first preferred stock, subject to the fol |
lowing terms and conditions:
The seventy thousand jSI0OO0OOD dol !
lars first preferred stock. each share of the
par value of one hundred (slOOOO) dollars,
shall pay eight (S@c) per cent per annum
cumulative dividend and no more. which |
dividend shall accrue from July lst 1920,
and be payable semi annually on January
list and July LIST. beginning January LIST.
1921. This dividend shall be payable with
out deduction for any present or future
tax or taxes, Federal State or municipal.
NO dividends of any kind shall be de-
Clared or paid unless and until all diyi-
dends due on the first preferred stock shall
have been paid in full and unless and un-
til no less than ten 00T) per cent Of said
preferred stock shall have been retired at
par annually. after its date of issue. The
corporation shall create a sinking fund for
and shall be obligated to retire ut par
ten (lOco) per cent annually of the first
preferred stock that iS to say. seven
thousand (s7,OO0.O0l dollars of said first
preferred stock per year, together with
dividends. and shall have the right at its
N IN of irp "a mar 4
twenty (2O%) per cent of the first pre-
ferred stock, that Is, fourteen thousand
SliO00O0) dollars, but no more. except {
with the consent of three fourths g f4s) of
the outstanding first preferred stock. The I
stock so retired shall be cancelled and not
reissued. The corporation shall have the q
right to issue in its place and stead any I
second preferred other class of stock, |
provided such issue of stock shall be sub. | :
ordinate to the rights and privileges of the I
first preferred stock, and provided no ad- /
diuonal first preferred stock shall be is q
sued until the aforesaid seventy thousand h
tS10OOOOl dollars first preferred stock =
shall have been retired.
should the capital be increased by the h
issue of second preferred stock. said sec :
ond preferred stock may be retired from | {
time to time, provided there shall be no y
default on any obligations due to the first :
preferred stock. and provided n sufficient a
sinking fund or reserve shall have been =
created to pay and retire the next matur- G.
ing installment of the first preferred b
stock. and provided further that the re- r,
tirement and cancellation OF said second a
preferred stock shall not reduce or i'm p
pair capitalization Il. q, capital. surplus q
and undivided prOfits) of this corporation. .,
and its subsidiaries. as existing July 81
LIST. 1920.
Neither the corporation nor any of its L.
subsidiaries shall dispose Of any of its p
property or assets owned on July LIST, 1920 Il
in whole or in part, except such DISPOSE
ton of manufactured and raw products as
is necessary and usual in the ordinary =
operation of its business unless the CON ~
sent Of three fourths Is /4s) Of the out :,
standing first preferred stock shall have ~
been secured No mortgage, pledge or .,
hypotheCation, either of the stock of any ~
or the subsidiaries or Of any of the i'm a.
movable properties owned as OF July LIST W
1910. either of the parent or subsidiary cor a.
poratiOn shall be made. except with the VI
consent of threef- Ourths /4S) of the out 90
first preferred stock III
should there be default in the pay al
ment of any dividend of said first pre- at
ferred stock. or should the corporation 81
Default in the retirement of said ten OOccD IN
per cent of the first preferred stock in any AZ
year, and said default continue for thirty ~
600 days after written demand on this III
corporation, then the voting power shall be OF
Invested from the common or any other It's
lass or classes of stock and shall immedi- or
'tely become, and during such default re-
main. vested in the holders of the first co
preferred stock exclusively and the term on
" the directors of the corporation then in ON
'thce shall Immediately cease and the SCI
iacancies may be filled by a majority of of
he holders Of the first preferred stock lal
In the event of the liquidation. dissolu St'
ion or winding up Of the corporation, for De DE-
whatever cause, the holders of the first "
preferred stock shall (unlesS seventy five OF
I5Gc) per cent of said outstanding first th'
preferred stock shall have been retired) $40
lave the power to elect number of liaui- ale
lators equal TO the number OF liquidators pa
lected by all the other stockholders pu
mould seventy-hve (75%D per cent or the
more of such first preferred stock have sue
'een retired at the time. said first pre- sue
erred stock shall have the right to elect ice
ne out of three liquidatOrs Whenever ter
ne hrSt preferred stock shall have been do
'aid and retired in full in principal and ita
.ividends then 1t shall no longer be on. pei
tiled to have any lquidatOr or lquidators ant
nd any such liquidatOr or lquidators Sha
hall thereupon Immediately resign SUE
In the event Of the liquidation dissolu- III
ION or winding up Of the corporation in reg
whatever manner or from whatever causs du'
he holders of the first preferred stock $40
hail be paid in full the principal and ali IN
dividends accrued to date of payment in | !
preference and priority, after which tho of
'ntire remainder of the assets shall no COZ
distributed among the holders of the com VIII
non stock. '"' of
Neither the capital nor the capitaI eh'
tock of the corporation Except the FIRST Shi
preferred stock shall be decreased with No'
,ut the consent Of m ree fourtbs - ~ :, pr,
ne outstanding first preferred stock on