The herald. [volume] (New Orleans, La.) 1905-1953, 1921-08-11
CHARTER.

elsewhere as may De COuNeHlenI, ueSSSeaAs
or incidental to any business or enterprise |
of the company, with all necessary side
tracks, locomotives, cars, depots, ROUND
houses and other equipment necessary 10 |
the operation of salu piers, DOCKS, Wharvss,
tramways, or railway, and the tranic |
thereon; provided, that this corporation
shall not without an amendment OF this |
charter have the right to exercise power
Of eminent domain. |
Section 8. To carry on any other bust |
ness which under the law it may be en-
titled to carry on which may seem TO the
corporation to be calculated directly or in
directly to effectuate the aforesaid objects,
or either of them, or to facilitate 1t i'll the
transaction Of its aforesaid business or
businesses, or any part thereof, or in the
transaction of any other lawful business
that may be calculated directly or indiIect-
ly to enhance the value or to render proht-
able any Of the companyS properties and
rights, and generally to hold and exercise
all such incidental powers and privileges
as relate to the objects and purposes here
inbefore set forth. or as may be necessary,
useful or convenient for enectinS said oh
jects and purposes.
ARTICLE Iv-The total authorized cap
ital stock of this corporation is hereby
declared to be the sum of Two Million Five
Hundred Thousand $500 100000 Dollars,
and may be increased as provided by law
to the sum of Three Million Five Hun
dred Thousand ($3,500, 100000 Dollars. OF
the presently authorized capital of Two
Million Five Hundred Thousand S2,5OO,-
900 00) Dollars, eleven thousand five hun
dred III 500 shares shall be preferred
stock of the par value Of one hundred
(SlOO00) Dollars per share, amounting in
aggregate to one million one hundred fifty
thousand (S1.150,0 O0.O0) Dollars, and thir.
teen thousand five hundred 13500) shares
shall be common stock of the par value
of one hundred ($10000D Dollars per share,
amounting in the aggregate to one million
three hundred fifty thousand ($I,3J0. 00O)
bn Hanital
fully paid and non assessable when issued,
and shall be represented by certificates and
shall be personal property. No transfer
of said capital stock or shares shall be
binding upon this corporation unless made
in accordance with its charter and by
laws and recorded on the books thereof.
ARTICLE V-The holders of the pre-
ferred stock of the company are'entitled to
receive, and the company is obligated to
pay thereon out OF its profits or earned
| surplus, cumulative dividends at the rate
| of eight per cent $50 per annum from the
date of issue, and no more, payable an
| nually on the fifteenth day of March, such
| dividends to be payable before any d1y1-
dend is paid or set apart on the common
stock. Should the net profits or earned
| surplus accumulated at the time of paying
| dividends on said preferred stock be in
sufficient for such purpose, the unpaid
| part of such dividends shall be paid out of
| the future net prohts or earned surplus of
| the company, and no dividend shall at any
| time be payable, paid or set apart on the
| common stock until all accrued and ac-
| cumulated dividends on the preferred
| stock shall have been declared anu paid, or
| set apart for such purpose. Whenever all
| accrued dividends for previous years on
| said preferred stock shall have been paid.
| and the dividend payable thereon for the
| current dividend period declared and either
paid or a sum sufficient to pay same set
| apart, dividends on the common stock
1 may be declared and paid out of any re-
Il
The preferred stock Is redeemable on
| any dividend payment day, either in whole
/ or in part at the option of the board of
l directors, by, the payment thereof of one
hundred ($ieoOO) Dollars per share, to-
/ gether with all accrued and unpaid divi-
dends; such redemption to be In such man
| ner and in accordance with such rules and
| regulations as may be provided by the
j board of directors of said company from
| time to time, but the company shall give
| thirty 1907 days notice to the holders of the
| stock intended to be redeemed OF its in
tention to redeem such preferred stock
| and upon giving such notice, dividends on
| such preferred stock shall cease at the
| date fixed for such redemption, unless the
company shall fail to redeem said stock
in accordance with the notice; provided
| that nothing in this paragraph contained
shall prevent or prohibit the board OF
| directors from purchasing upon the open
market for the purposes Of redemption
such preferred stock as the holders there
hundred (s1O0.00) Dollars per share and
accrued and unpaid dividends.
Upon any voluntary or involuntary dis
solution or winding up Of the corporation
or liquidation of its affairs, or upon any
merger of the corporation with any othel
corporation, the holders Of said preferred
stock shall be entitled to receive and b,
paid In full par value of their shares, and
any and all dividends accrued (includine
prOpOrtionate fractional dividend for any
/ a nnrtinn n wi Tod M
wholly expired) and unpaid thereon, out o.
the assets Of the corporation, and upon tn,
payment of the full par value Of such pre-
ferred stock, and of any and all dividends
accrued as aforesaid and unpaid upon sucf
preferred stock, any and all assets of tn,
corporation then remaining and availabl,
for distribution or intended TO be distri
buted, or the proceeds thereof, shall be dis
| tributed pro rata among the holders o
such common stock, according to the mum
Der of such shares held by each of then
respectively.
Shares Of the preferred stock and of tn
common stock shall have equal vOtin,
powers.
/ ARTICLE VI-The business and affair
OF this corporation shall be managed, ant
all of the corporate powers thereof, shall
be vested in and exercised by a board O
, not less than five (5), nor more than sever
"a directors, to be elected from among it
stockholders, and a majority Of the direc
tors at any time in office, either presen
in person or represented by proxy, includ
ing the president and other officers shal
constitute quorum.
/ The said board of directors shall cleo
from among their number president,
vicepresident, a secretary, a treasurer an,
! general manager. The office Of treasure
and general manager may be combined b,
the board and filed by one and the sam
2 person. Neither the secretary. nor treas
urer and general manager need necessaril,
be members of the board Of directors.
The board of directors shall have tn
, full and complete control Of the propert,
of this company and they shall conduct
manage and use the same as in their dis
cretion they may deem best If not incon
sistent with the objects of the cOmpan
and the welfare of the same. The sal
! board of directors shall have the turtle
power to make, alter and annul such by
laws. rules and regulations for the govern
ment Of this corporation, as they ma
: think proper.
The board Of directors shall have tn
further power to appoint all agents, clerk
. or employees and fix their salaries an
compensation, with term Of Office, with tn
. right to dismiss them at pleasure and th
= said board shall have the further right
n fix and determine the salaries of III
several officers herein provided for; pre-
: vided, however. that the board of djrel
|; tors may delegate such powers to the pres
! | ton, or to an executive committee appoint
c ed by said board and consisting OF nc
less than three directors.
: Any vacancy occurring on toe board {
: directors shall be filed by the rem6inin
Z | I'M am haro nf said hoard for fb. nnaxnira