The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-29
CHARTER.

and assemble machinery of all kinds:
automobiles, together with parts thereof |
and supplies, accessories and appurten-
ances therefor; to own, operate, repair.
lease, store and deal in auto trucks, farm
trucks and self-prOpelled farm implements
of all character, including road building
machinery; to build, operate and contract
for roads of all kinds: to do a general
engineering and efficiency expert and
and contracting and construction bust
ness, and to engage in all businesses in
cidental to the purposes stated
ARTICLE ". Section 1. The capital
stock of this corporation Is hereby fixed
at One Hundred and Ten Thousand Dol
lars tSl10000O0J, divided into and repre-
sented by one thousand Q,OOO) shares
of preferred stock of the par value of
One Hundred Dollars (S10000) per share,
and One Thousand O,00O) shares of com
mon stock of the par value of ten dollars
$1,000 per share. The common stock of
the corporation may be increased up to
the sum of Twenty Thousand Dollars
(S20.0O0).
Section 2. The capital stock. both pre-
ferred and common, shall be represented
by certificates, shall be full paid and non
assesSable when issued, shall be issued
only for 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
by 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 8. The holders OF the preferred
stock shall be entitled to receive an an
nual dividend at the rate of. but never
| exceeding ten U0) per cent per annum.
cumulative from and after November
1921, payable out of the net profits of
the company on the 31st day of August
of 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 QO) 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 (lO) per
cent per annum before any amount shall
| be distributed among the owners of the
common stock. in the event of any IL
quotation. or dissolution or distribution
| of 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
| mart on any dividend date. at one hun
bred and ten 11O) 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 posi-
office address, or if none be known. theT
to the General Delivery, at New Orleans
Louisiana. at least sixty (6O) days prior
TO such redemption date, and by publish
ing such notice of redemption, at leas
once a week for period of sixty (6O
| DAYS in daily newspaper of genera
circulation. published in the English Ian
| guage in the City of New Orleans, Lou
isiana. Such call having been made, anC
the money required for such redemption
having been deposited for that purpos
with the Marine Bank & Trust COmpan!
of New Orleans, Louisiana. Tor If tina
bank shall not be in existence. with sucl
other bank in the City of New Orleans
as the directors shall select all right
of the stock called for redemption t
. | dividends shall cease after said redemp
ton date and the holders thereof shal
thereafter have recourse to said deposi
alone and in no event to the cOmpan
for the payment of said redeemed stoc
and the dividends thereon. The share
so called and redeemed shall be cancelle
and not again be issued.
> Section 3. If less than all of the pre-
: | ferred stock then outstanding is to D
redeemed, the Board of Directors sha
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 o
1 such list, according to the number
= shares owned by each stakeholder, eac
: stakeholder receiving one number fC
4 each share standing in his name so tins
@ | the aggregate number of such consecl
Q tive numbers will equal the number
: shares of such preferred stock then on
/; standing. From such consecutive nIf
d beers there shall be drawn by lot as man
:; numbers as will equal the number
: shares to be redeemed; and the shar
s shall be drawn for redemption from Il
S stockholders to whom the numbers draw
:. by lot were assigned on said list.
q Section 6. Within sixty days after q
l. end of each fiscal year, until all OF q
e | preferred stock shall have been retire
q the Board of Directors shall set aside
5: | sinking or redemption fund. Said fuI
q for ten years after the organization
:, the company is to be sum equal
II two (2) per cent Of the net earnings
= the company for the preceding fisc
,, year. after deducting all taxes and l
u terest charges; and thereafter said ful
y, is TO be a sum equal to ten per cent u
~ the net earnings of the company 4
= the preceding fiscal year, after deductiI
W all taxes and interest charges. Such
'r demption fund shall be used for retiril
n the preferred stock in the manner pr
;s | vtded IN tne procuring seSti"hS VI W.
" article
Section Z. The preferred stock sh;
| have no voting power Whatever, uhIe
3 the company be in arrears for the anhu
- dividend payment on its preferred stoc
~ in which event the sole voting power
Sc the company is to be in its PREFER
stock unit! the dividends in arrears
: fully paid up. .,- hall
=, entitled to all earnings OF the corP S;,
rs dend of ten (10) per cent per annu
Is herein reserved for the preferred stoC
ID aycent that no dividend can be dnclar
~ on the common stock until al aCvru
o. dividends on the preferred stock La
bean declared and no dividends can
:. noid on the common stock until all Q
cruad dividends on the preferred sto
/ hove been paid In the event or l1qulo
tion, dissolution or winding up, wheth
/ voluntary or involuntary, or the corp
alton, after the payment in fuil 10 !
preferred stock of It's principal az y
| value MUS accrued and unpaid DIVIDEND
| AZ any. at the rate of ten QO) per &c
nor annum, the remaining assets a
| funds of the corporation shall be dlVid
among the holders Of the common sto
in proportion to the shares held by Tn.
- respectively. The voting power OF
cornoration shall be vested exclusive
| On the common stock unless the compa
he in arrears in the payment OF ~
| quarterly dividends on its prelerl
stock. as above provided, In whlch e',
the sole voting power shali pe IN
| nrefarred stock until the DIVIDENDS III
| -. sboII have been fully paid.