The herald., 1921-12-01
CHARTER.

and as agent for others; to operate auto
mobiles, carriages, and to manufacture
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-propelIed 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 l. The capital
stock of this corporation Is hereby fixed
at One Hundred and Ten Thousand Dol
lars (S110. O00.0O), divided into and repre- /
sented by one thousand Q,000) shares .
| of preferred stock of the par value OF |
One Hundred Dollars $4,000 per share,
and One Thousand Q,OO0) 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 |
$50, 900.
Section 9 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 for cash to be paid
at such times and in such amounts and
after such notice as may be determined
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 g. The holders OF the preferred
stock shall be entitled to receive an an
nual dividend at the rate Of, but never
exceeding ten 0O) per cent per annum,
cumulative from and after November
| 1921, payable out of the net profits OF
, | hn nm the 21St 0nV 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 a 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
r stock. The preferred stock shall never
participate in the profits of the company
n beyond its fixed preferential cumulative
y annual dividend of ten (lO) per cent, but
shall be paid in full up to its scapital or
par value plus accrued and unpaid divi-
n dends if any, at the rate of ten (lO) per
cent per annum before any amount shall
be distributed among the owners Of the
n common stock, in the event of any IL
: quotation, or dissolution or distribution
q of the assets of the company, and shall
not participate further in the distribu-
70 ton of the assets of the company.
: Section f. The corporation shall have
0 the right to call for and redeem the out
d standing preferred stock, in whole or IN
Is part, on any dividend date, at one hun
n dred and ten 1l0) 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-
III office address. or if none be known, ther
to the General Delivery, at New Orleans
Louisiana at least sixty (6O) days priol
to such redemption date, and by publish
- -. 81
once a week for period of sixty go
days in a daily newspaper of genera
- circulation, published I'm the English Ian
guage in the City of New Orleans, Lou
~ isiana. Such call having been made, ant
n the money required for such redemption
no having been deposited for that purpos
M with the Marine Bank & Trust COmpan,
I'd of New Orleans, Louisiana, Tor II tina
v bank shall not he in existence. with sue
he other bank in the City of New Orleans
a. as the directors shall select all right
in of the stock called for redemption I
n dividends shall cease after said redemp
Iy ton date, and the holders thereof sha
MS thereafter have recourse to said deposi
ali alone and in no event to the cOmpan
ed for the payment of said redeemed stOc
Vi and the dividends thereon. The share
We so called and redeemed shall be cancelle
ey and not again be issued.
IT, Section 5. If less than all of the pre-
lr- ferred stock then outstanding is to
re- redeemed, the Board of Directors sha
determine by lot in the following maj
lr- ner the shares to be redeemed. A lii
Il, shall be prepared Of the holders of pr
nd ferred stock. and consecutive number
m shall be noted opposite each name Q
no such list. according to the number
nd shares owned by each stakeholder, eaC
I'VE stakeholder receiving one number Il
M each share standing in his name, so TIL
rt- the aggregate number of such consecI
rs: tive numbers will equal the number
no shares of such preferred stock then GU
re- standing. From such consecutive nur
er- bers there shall be drawn by lot as maj
as numbers as will equal the number
Its shares to be redeemed; and the shar
er- shall be drawn for redemption from q
mo stockholders to whom the numbers draw
vi by lot were assigned on said list
ma Section g. Within sixty days after {
,rs end of each fiscal year, until all Of {
VA preferred stock shall have been retire
70 the Board of Directors shall set aside
eli sinking or redemption fund. Said ful
hy. for ten years after the organization
on. the company is to be sum equal
~, two (2) per cent of the net earnings
~ the company for the preceding fisC
nv year. after deducting all taxes and
- terest charges; and thereafter said fu
,oL Is to be a sum equal to ten per cent u
Jew Of the net earnings Of the company
OF the preceding fiscal year. after deduct
On all taxes and interest charges Such
II, IN demption fund shall be used for retiri
ni' the preferred stock in the manner pl
|
g article.
es- Section Z. The preferred stock sh
nnS have no voting power whatever, uni
anu the company be in arrears for the ann
dividend payment on its preferred sto
III in which event the sole voting power
Per the company Is to be in its PREFER
mn stock until the dividends in arrears
.;n' fully paid up.
r,p Section g. The common stock shall
res entitled to all earnings OF the corpo
"a ton over and above the cumulative al
anu dend Of ten Q0) per cent per annu
: herein reserved for the preferred sto
- except that no dividend can be decla
on the common stock until all accrl
dividends on the preferred stock HI
been declared and no dividends can
paid on the common stock until all
, crued dividends on the preferred ST
have been paid. In the event OF liqui
ton dissolution winding mp, whet
voluntary or involuntary. Of the corr
alton, after the payment in full to
preferred stock OF its principal. az
value plus accrued and unpaid dividen
II any, at the rate of ten (lO). per c
. per annum the remaining assets
- funds of the corporation shall be divi
among the holders of the common st
in proportion to the shares held by IN
respectively. The voting power OF
corporation shall be vested exclusiv
in the common stock unless the comp: