The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-26
CHARTER.
preferred stock, and the remaining three
quarters of such profits shall be. applied as
profits on the common stock.

quarters Of such profits shall be.applied as
profits on the common stock.
In the distribution Of assets upon liqui-
dation other than profits, there shall be
paid, so far as the same will go: first,
upon the preferred stock the amount of
the par thereof, and the amount of the
then unpaid dividends, IL any. Next:
should there be further assets for distri-
button, one quarter thereof shall be paid
upon the preferred stock, and the remain
ing three quarters thereof upon the COM
mon stock.
All voting powers of this Corporation
shall be vested In and exercised by the
common stockholders exclusively, and in
all elections of directors and otherwise,
the holders OF preferred stock shall have
no voting power. In the event of iQuida-
tion or dissolution of the Corporation. and
in the increase or decrease Of its capital
stock, and under such circumstances only;
the owners of the preferred stock shall
have the same voting as the holders of the |
common stock. This Corporation shall
commence business and be a going concern |
as soon as Fifteen Thousand Dollars |
(S15, 100000 of its capital stock shall have
been subscribed. The capital stock OF
this Corporation may be Increased TO
the sum Of One Hundred Thousand Dol
lars by increasing either preferred or COM
mon stock, or both, provided holders OF
two-thirds of stock of corporation so
determine, at special meeting called Tor
that purpose, or at a regular annual
meeting of the Corporation. During the
| time preceding such meeting to increase
the capital stock the stockholders shall
have the privilege of taking additional
shares in the proportion which the shares
held by them bear TO the capital stock
| of the Corporation prior to such increase.
and any such shares not taken at that
time may be disposed Of by the directors
| in their unrestricted discretion for the
benefit of the Corporation, at not less than
their par value. All stock shall be paid
for either in cash, in property conveyed to
the Company, or for services rendered, as
provided by law in such manner and in
stallments as the Board of Directors may
determine, and such stock shall be full
paid and worcestershire. The Board of
Directors is hereby, in its discretion, vested
with full power and authority to declare
and issue stock dividends. No common
stakeholder shall have the right to sell
any of the shares held by him without
first offering the same, in writing, to the
Corporation, through its Board of Direc-
tors. and the said board shall have the
privilege of purchasing said shares within
thirty days thereafter for cash, at their
book value, according to the last inventory
made.
/ this Corporation shall be vested in and
, exercised by Board of Directors COM
posed of five common stockholders, three
/ of whom shall constitute quorum for
the transaction of business. The Direc-
tors may vote in person or by written or
telegraphic proxy, at any and all meet
ings of the Board of Directors. The
board may delegate any OF its powers 70
tive of the Corporation by appropriate
, resolution to that effect. The Board OF
: Directors shall have power to borrow
money through any officer or representa-
; tive designated by it: to issue and exc
cute notes, bonds and mortgages, and to
secure the same in any way that II may
: in its discretion, determine and generally
Ito do and perform all acts necessary and
proper in the administration of the affairs
of the business of the corporation. The
board shall have power to issue stock OF
this Corporation in exchange for prop
: erty, services or labor performed. and tt
, purchase or otherwise acquire, cancel, hold
!, or reissue, as in its discretion Ii may de
J termine, stock Of this Corporation. Th'
!, board shall likewise have power. IL au
Z thorized by a vote Of not less than
d majority of the Directors, to sell, lease OF
y exchange the entire property and assets
L of the corporation, to any corporation
: any other State, to transfer the prop
f; critics or part thereof, for purposes o.
|, effecting consideration, merger, re-or
/ ganization. or to sell any part of tn
r assets of the corporation, or all Of them
= to give in exchange for any property o.
properties, or for services or labor, tn
N stock of this Corporation. Nothing hereiI
q shall be construed as limiting the genera
a powers of the board In the administrator
= of the business of the Corporation, excep
!, as may be herein specially provided. Tn
/, officers of the corporation shall be Pres
A ident, a vice-President and Secretary
Al The Board of Directors shall be electe'
= annually by the common stockholders. a
" a meeting held on the second Wednesda
,e of January, beginning with January, 1s2:
T. Nstice Of such meeting shall be given nj
l. teen days prior to the date of the meeting
> sent to each stakeholder, at his last know
r address. The Board Of Directors ma
!. change the date of such meeting by giyin
a. fifteen days notice in the manner abov
| Nnttaa Of and unaptiuQ
~ may be waived. Each common stock
~ holder shall, at an annual meeting, o
10 other meeting, geperal or special, be Ell
. titled, in person, or by written or telt
- graphic proxy. to one vote for each shar
n, Of common stock owned by him; and eac
o preferred stakeholder shall be entitled.
~ person or by proxy, as above mentioned
20 stock owned by him. Spon questions il
a volying the liquidation or dissolution
q the corporation, and the increase or d.
- crease of its capital stock, and not othel
a. wise. The election shall be held und'
~ such rules and regulations as may fro
~, ~, time to time be determined by the Boar
=. of Directors. The Directors, when electe
en- shall hold office for one year or until the
~ successors shall have been elected an
"A qualified, and failure to hold the annu
~ meeting Of the stockholders, or to cleo
40 Annually. the Directors shall not opera
lie the forfeiture Of this charter or any RICH
~ the Board Of Directors shall be filled
majority vote of the stockholders at
~ special meeting called for that purpos
- which meeting shall be Immediately Gale
should the. holders of the majority OF G
or stock so request. The power to NIL vaca
se' cies may from time to time be vested
Is the Board Of Directors by the stockholde
ut and Invested again at annual or specl
.te ketings.
ARTICLE vI-This charter may
g.. modified altered or amended by and WI
~ the consent of two-thirds of all the sto
JIG present or represented at any geneI
oi meeting held for that purpose, and su
"a amendment may be material or imma'
.no rial subject only to limitations as m
81 be by law provided, and this Corporati
-. shall have the power to increase or 9
~, crease its capital stock as herein set Tor
-, and as provided by law.
ae ARTICLE VINO stakeholder sh
We ever be held liable for any contracts
an faults of this Corporation in any furtf
sum than the unpaid balance due on sto
held by him, IL any. Any stockholder W
my NAV desire to dispose Of his PREFER
use stock shall give to the corporation mite
ner DAVIS written notice of such intended sa
uer and shall allow the corporation or q
ner member thereof the first opportunity
MS purchasing said stock at any bona q
on price offered for the same on the marx
ers and no stock transfer or transfer OF ste
tes shall be binding or this Corporation !
10 less made and entered on the books OF
Corporation.
ISL ARTICLE vIII-This Corporation SD
sno have the right to declare any subscript
nef 20 stock or shares therein held by 8,