The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-15
CHARTER

mooHes' carriages, and to manufacture
and assemble machinery Of all kinds;
automobiles, together with parts thereof
ana supplies, accessories and appurten-
ahces therefor; to own, operate repair
lease, store and deal in auto trucks, farm
trucks and selfpropelled farm implements
oI an character. including road building
machinery; to build. operate and contract
Tor roads of all kinds; to do a general
engineering and efficiency expert and
ana contracting and construction bust
ness, and to engage in all businesses in
cidental to the PURPOSES stated.
ARTICLE ". Section l. The capital
STOCK OF this corporation Is hereby fixed
at One Hundred and Ten Thousand Dol
lars tsllOG00O0). divided into and repre-
sented by one thousand Q,0OO) shares
OF preferred stock of the par value OF
One Hundred Dollars (SlOOO O per share
and One Thousand QOO0) shares of com
mon stock of the par value of ten dollars
lSlV.U) per share. The common stock of
the corporation may be increased up to
the sum Of Twenty Thousand Dollars
100000.
Section .. The capital stock, both pre-
ierred and common, shall be represented
Dy certificates, shall be full paid and nom
asSessable when issued, shall be issued
ohIy Tor labor done or for property ac-
tually received, or for cash to be paid
at such times and in such amounts and
after such notice as may be determined
Dy the Board of Directors, and shall be
personal property. No transfer of said
capital stock shall be binding upon this
corporation unless made in accordance
with its charter and bylaws and re-
corded in the books thereof.
Section 3. The holders OF the preferred
stock shall be entitled to receive an an
nual dividend at the rate of, but never
exceeding ten QO) per cent per annum.
cumulative from and after November !
1911, payable out of the net profits OF
the company on the 31st day of August
or each year. before any dividend is paid
upon the common stock. Should the net
profits for any year be insufficient To
pay said preferred dividend therefor, or
any part thereof, any unpaid portion
| thereof shall become charge against
the net profits of the company and shall
be paid out of said profits in full before
any dividend is paid upon the common
| stock. The preferred stock shall never
participate in the profits of the company
| beyond its fixed preferential cumulative
| annual dividend of ten (10) per cent, but
shall be paid in full up to its capital or
par value plus accrued and unpaid divi-
dends, If any, at the rate Of ten (10) per
cent per annum before any amount shall
| be distributed among the owners of the
| common stock, in the event of any Ii
quotation. or dissolution or distribution
! or the assets of the company, and shall
not participate further in the diStribu-
| ton Of the assets of the company.
Section 4. The corporation shall have
| the right to call for and redeem the out
standing preferred stock, in whole or in
part, on any dividend date. at one hun
dred and ten (110) per cent of par, plus
all accrued and unpaid dividends No
tice of redemption shall be given by
mailing same to all preferred stockhold-
ers of record at their last known post
office address, or IL none be known, then
to the General Delivery, at New Orleans
Louisiana. at least sixty 900 days prior
TO such redemption date. and by publish
ing such notice Of redemption, at least
once week for a period of sixty (60l
| days in a daily newspaper of general
circulation. published in the English Ian
guage in the City of New Orleans, Lou.
isiana. Such call having been made, and
the money required for such redemption
having been deposited for that purpos.
with the Marine Bank & Trust Company
of New Orleans. Louisiana, Tor If thai
bank shall not be I'm existence. with suct
other bank in the City of New Orleans
as the directors shall select) all right:
of the stock called for redemption (,
dividends shall cease after said redemp
ton date, and the holders thereof shall
thereafter have recourse to said deposi
alone. and in no event to the cOmpan!
! for the payment of said redeemed stool
and the dividends thereon. The shares
so called and redeemed shall be cancelled
and not again be issued.
Section 3. II less than all of the pre-
ferred stock then outstanding is to b.
redeemed, the Board Of Directors shall
determine by lot in the following man
ner the shares to be redeemed A lis
shall be prepared of the holders of pre-
: ferred stock. and consecutive number
, shall be noted opposite each name Of
such list, according to the number o
!, shares owned By each stakeholder, eacI
J stakeholder receiving one number 70
each share standing in his name, so tina
, the aggregate number of such consecu
tive numbers will equal the number O
shares of such preferred stock then out
, standing. From such consecutive nun
bers there shall be drawn by lot as man
numbers as will equal the number q
shares to be redeemed: and the share
, shall be drawn for redemption from tn
stockholders to whom the numbers draw
, by lot were assigned on said list.
Section 6. Within sixty days after tn
end of each fiscal year, until all of tn
preferred stock shall have been retired
! the Board Of Directors shall set aside
!; sinking or redemption fund. Said fun
4 for ten years after the organization {
!, the company Is to be a sum equal I
y two (2) per cent of the net earnings
the company for the preceding fisc;
!. year. after deducting all taxes and IL
: terest charges; and thereafter said fun
y is to be sum equal to ten per cent (1(
of the net earnings of the company fC
: the preceding fiscal year. after deductin
' all taxes and interest charges. Such r
!. demption fund shall be used for retirin
= the preferred stock I'm the manner pr,
= = vided in the preceding sections of tn
article
Section Z. The preferred stock sha
have no voting power whatever. unle
= the company be in arrears for the annu
q | dividend payment on its preferred stoc
u I'm which event the sole voting power
|, the company is to be in its preferre
= stock until the dividends in arrears
: fully paid up.
Section s. The common stock shall
p entitled to all earnings of the corpor
: ton over and above the cumulative div
e dend Of ten (10) per cent per annur
a herein reserved for the preferred stoc
q except that no dividend can be declare
!. on the common stock until all accrue
dividends on the preferred stock ha
been declared and no dividends can
paid on the common stock until all a
i crued dividends on the preferred sto'
have been paid. In the event of liquid
| ton, dissolution or winding mp. wheth
/ voluntary or Involuntary, Of the cOrpt
| alton, after the payment in full to q
preferred stock OF it's principal. at p
value plus accrued and unpaid dividend
i IL any, at the rate of ten (10) per ce
| per annum, the remaining assets al
/ funds of the corporation shall be divid
/ among the holders of the common sto
i In proportion to the shares held by the
- respectively. The voting power Of {
= corporation shall be vested exclusive
Il in the common stock unless the compal
be in arrears in the payment Of 70
! quarterly dividends on its PREFER
L stock, as above provided, in which eve
| the sole voting power shall be in {