The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-22
CHARTER.

mobiles, carriages, and to nanufacture
ana assemble machinery of all kinds
aulomooiles, together with parts thereof.
anu supplies, accessories and appurten-
ahces therefor; to own, operate. repair.
ease, store and deal in auto trucks, farm
trucks and self-prOpelled farm implements
oI an character, including road building
machinery; to build, operate and contract
Ior roads of all kinds; TO do general
engineering and efficiency expert and
ana contracting and construction bust
ness and to engage in all businesses in
cidentaI to the purposes stated.
ARTICLE ~. Section !. The capital
stock of this corporation Is hereby fixed
at One Hundred and Ten Thousand Dol
lars tSllOOOOOO), divided into and repre-
sented by one thousand Q,OOO) shares
oI preferred stock of the par value of
one Hundred Dollars (s1OOOO) per share.
ana One Thousand G,OOO) 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
$50 OOO)
Section 2. The capital stock. both pre-
terred and common. shall be represented
oy certihcates, shall be full paid and nom
assessable when issued, shall be issued
Only for labor done or for property ac-
tuaily received, or 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 I'm 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 (l0) per cent per annum.
cumulative from and after November /
ly2l' 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 n 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 Q0) per cent, bu,
shall be paid in full up to its capital OF
par value plus accrued and unpaid divi-
dends, IL any, at the rate of ten 00) pei
cent per annum before any amount shall
he 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
| part, on any dividend date. at one hun.
dred and ten C1O) 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 II none be known. then
| to the General Delivery, at New Orleans
Louisiana. at least sixty (60) days prior
to such redemption date. and by publish
| ing such notice of redemption, at least
once a week for a period of sixty (60l
| days in 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 REDEEM ptioi
| having been deposited for that purpose
with the Marine Bank & Trust Company
| of New Orleans, Louisiana, (or IL that
bank shall not be in existence. with such
other bank in the City of New Orleans
as the directors shall select all rights
| of the stock called for redemption t.
dividends shall cease after said redemp.
ton date, and the holders thereof shall
thereafter have recourse to said deposit
alone and in no event to the company
| for the payment Of said redeemed stocL
and the dividends thereon. The shares
so called and redeemed shall be cancelled
and not again be issued.
| SettlOH d. less InHu I'LL 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. 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, eacl
| stakeholder receiving one number fol
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 o
| 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 9. 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,
for ten years after the organization o
the company is to be a sum equal &
two (2) per cent of the net earnings Q
the company for the preceding fisca
year. after deducting all taxes and in
terest charges: and thereafter said fun,
is to be a sum equal to ten per cent no
of the net earnings of the company TO
the preceding fiscal year, after deductin
all taxes and interest charges. Such re
demption fund shall be used for retiring
the preferred stock in the manner pro
vided in the preceding sections Of thi
article
Section z. The preferred stock shal
have no voting power whatever, unles
the company be in arrears for the annua
dividend payment on its preferred STOCK
in which event the sole voting power O
the company is to be in its preferre
stock until the dividends in arrears b
fully paid up.
Section 8. The common stock shall b
entitled to all earnings of the corpora
ton over and above the cumulative divi
dend of ten (10) per cent per annuT
herein reserved for the preferred stool
except that no dividend can be declare
on the common stock until all accrue
dividends on the preferred stock hav
been declared and no dividends can b
Il paid on the common stock until all &C
crued dividends on the preferred stoc
have been paid. In the event Of liquida
ton. dissolution or winding up, whethe
voluntary or involuntary, of the corpol
alton, after the payment in full to tn
preferred stock of it's principal. at pa
value plus accrued and unpaid dividend.
IL any, at the rate of ten Q0) per cen
per annum, the remaining assets an
funds of the corporation shall be divide
among the holders OF the common stOc
in proportion to the shares held by ther
respectively. The voting power Of tn
CORPORATION shall be vested exclusfvel
in the common stock unless the compan
be i'm arrears in the payment of fou
quarterly dividends on its preferre
stock, as above provided, in which ever
the sole voting power shall be in tn