The herald., 1920-09-09
CHARTER.

/ W
sued. and may be issued for labor. services
| or property actually received by this cor
/ pOration, or for cash to be paid at such
| time and I'm such amounts and after such
/ notice as may be determined by the Board
| of Directors, or on a pro rata basis when
| ever the surplus funds or property of the
| corporation shall so warrant in lieu of
! the declaration of cash dividend. or as
| otherwise provided by law, and all said
| certificates shall be personal property
| No transfer of any certificates of said
| stock shall be binding upon this corpora
| ton unless made in accordance with the
! terms of said certificate, the charter and
| bylaws of the corporation, and recorded
| on the books thereof In no case shall any
stockholder have the right or privilege Of
| selling or IN any manner dispOSing of any
certificate of common stock issued by this
corporation without first having offered
the same TO the corporation in writing
| through its Board OF Directors. The
Board of Directors, for the corporation
or any member of said Board or any
subscriber to this charter, for himself
shall have the right and option to purchase
any stock 50 Offered within thirty DAYS
ut the book value of said stock as estab-
li>hed by the last regular inventory: and
under no conditions shall the transfer OF
any said stock be recorded on the books
OF the corporation. nor shall any said
stock be voted until after all of the fore.
going tOrmalitiCS shall have been fully
complied with. Should there be any dis
pute as TO such book value. the determine
a
arbitration, one arbitrator to be appoiuted
by the vendor and one by the purchaser
and in the event of their Disagreement
they shall elect an umpire and the de
ciSion Of such arhitratorS or umpire as
the case may he. shall be final and bind
Ing on all parties thereto. All common
stock shall be obtained and held subject TO
these provisions. and every sale. pledge.
cncumbrarc" or other disposition of said
stock shall he made subject to all said
provisions. All such stock 80 ACQUIRED by
the corporation may be re-iS>ued for the
consideration ana under the conditions
herein provided for the original issue of
the capital stock of this corporation. The
preferred stock issued by this corporation
Nhall be entitled to an annual dividend al
the rate of, but never exceeding ten Der
cent llo'cD per annum, cumulative from
and after date of issue. PAYABLE ut Surh
periods as the Board If Directors may de-
i"rmine out of the net profits of this cor
poratlon. before any dividend is paid upou
III any year he insufficient TO pay said
preferred dividends, either in whole or in
part. any unpaid portion thereof shall
become a charge against the net prOfits
of this corporation and shall be paid i'm
full out of said profits before any divi-
bends are paid upon the common stock
The preferred stock shall have no voting
power whatever. and shall never partiri- |
pate in the profits of this corporation be
You'd its fixed preferential cumulative an
nual dividend of ten per cent QOCl: but |
IN the event of any liquidation. dissolution |
or distribution of the assets of this cor
poration, shall be paid in fun up 10 IT, !
principal or par value. plus any then ac- |
crued and unpaid dividends, before any
amount shall be distributed among the |
owners of the common stock. The com
mon stock issued by this corporation shall |
have all voting power and shall be en- |
titled To receive out of the net profits /
such dividends as the Board of Directors
may declare. from time TO time. except |
that no dividend can be declared on the |
common stock until all accrued dividends |
on the preferred stock shall have been
declared, and no dividend can be paid on
the common stock until all accrued divi-
dehdS on the preferred stock shall have
been paid. In the event of any liquidation
or dissolution or distribution of the assets
or TINS corporation, the common stock
shall share in the assets of the corpora
ton, share and share alike, after the pre-
ferred stock shall have been paid In full
up TO its principal or par value. plus ac-
,rued ana unpaid dividends, if any, at the
rate or ten per cent O0ec) per annum.
The subscribers to this charter in con
'ideratiOn of such subscription. are hereby
granted the irrevOcable right and option
20 subscribe AT par to any and all stock
IF whatever class, the issue or reissue of
which may be authorized by this corpora
ion at any time.
ARTICLE NI-All Of the corporate DOW
'rS of this corporation. except as here
natter stated. shall be vested in and eN-
'I'lN'h bN BOARD or not less than three
Tor more than twenty-One Directors. As
he voting stockholders shall from time TO
Inc determine, each of whom shall hold
n his own name AT least one share of the
'ommOu stock Of this corporation. Said
ioard OF Directors shall be elected on the
thirty first day of January of each year
oIlONlnG the date Of this act. unless such
lay shall fall on a legal holiday. and i'm
nat event on the next succeeding day
which is not legal holiday or on such
lay thereafter as the Board of Directors
man determine. All such elections shall
,e held under such regulations as the
board oil directors then in office may de
ermine, and of all meetings of stock
FOLDERS for the election of Directors or
Increasing or decreasing the membership
u sald Board or anyother purpose except
nat OF dissolution. or as otherwise re- !
luired by law, not less than seven doys' p,
iOtlce shall be given by mailing to each |
Ommon stakeholder who appears on the
'ooks OF TINS corporation. ut his last deS-
Snated address or care of general deliy- |
ry, at New Orleans if he has NOT desig ,
lated an address. notice stating the ,
lme and place of the meeting. Each share
older shall be entitled to one vote for
ach snare OF common stock recorded in
rs name on the books Of this corporation |
: elsewhere herein provided. to be cast |
u person or by written proxy. and a ma |
orlty OF the votes cast shall elect. Failure
o elect Directors on the day above speci-
led shall not dissolve this corporation nor |
n any way impair its corporate manage
nent or authority. but the Directors then
n office shall remain i'm office until their
uccess0rs are elected and qualified. after {
ue notice of another election shall have {
cen given as above provided. The Board
L directors shall. without delay, after
uch annual election. elect from its mem q
ershlp President. q Vice President and 5
Directing Manager who shall constitute {
ne Executive Commute. which during the /
nterlm between meetings of the Board of ia
directors shall exercise all powers of said {
,oard At such meeting said Board shall I
$50 eject or appoint Secretary and a S
treasurer. and such additional Vice PreSi- v
ents and other officers as the Board NAV t
eem advisable, who may or may not be n
ltntf stockhOlder or director. The Board
! directors may appoint one person to be
ecretary and Treasurer. and, from time
ume name such other employees as I
iey may deem necessary. The Board a
directors snail have the management of /
ne business of the corporation and sub- | L
ct to the restrictions imposed by law and
TINS Certificate of Incorporation, NAV
NerclSe all the powers of the corpora- &
on ana without prejudice to such general o
overs, IL is hereby expressly declared that p
le directors. by unanimous action. shall r
ave the Following specific powers to-wit: o
o make; alter and amend all bylaws $
lies and regulations necessary for tho
roper management of the business Of thiS b
'rporatlon. not in conflict with this act h
y purchase or otherwise acquire for the u
pTPoration: any property, rights or priy- [;
eyes Whlch the corporation is authorized
acquire: To pay for any service labor Il
property received by the corporation s.
tnsr Whoily or partly, in money stocks a
onds, debentures, income certificates cor
ticates of indebtedness. or Other socUri q
es or the corporation. To borrow none, S
nj TO make and issue notes honds 80 8: