The herald., 1921-01-20
THE HERALD. NEW ORLEANS. LOUISIANA
CHARTER

fore anything shall be paid to the holders
of common stock. the par value OF thtIr
saareS. together with all dividends. at tht
rate of r. per annum from date MI
dividends payable hereunder TO preferred
stockholders shall be payable without de-
present or future laws of the United states
or of the State OF Louisiana. L ne BOard
of Directors shall have authority, by ma
jOrity vote. to retire the preferred STOCK
or any part thereof, at any time, after CIV
ing thirty-day notice of its intention 50
to do to the holders Of preferred stock by
sending such notice by registered man 10
preferred stockholders last known az
dresses. and upon paying To the holders of
said preferred stock, par ana All uhpdlu
and due dividends. should such holutrS
be unknown, or should such holders IAN
or refuse to receive payment, then the COT
poratiOn may deposit the amount due IN
any bank in the City OF New orleans, ana
upon notice TO the holders. by registered
mail. of such deposit. at last known au-
| dress of such holders, or, II ia address Is
| known. at General Delivery, New Orleans
| Pustotiice. all obligations of the Company
| shall cease and the Company shall be en-
| titled to demand the return of the certlh-
| Gates of preferred stock ana to regard IN"
| holder thereof as no longer the holder OF
| the stock in the corporation. should paff
| of the preferred stock be retired, inc
| amount 20 be retired shall be distributed
| pro rata among the holders OF the pre-
| ferred stock. All voting powers OF inns
|
| ci>cd by the common stockholders eNclu- ,
! siyely. and in all elections Of directors ana
| otherwise. the holders of preferred stock
| shall have no voting power or right. IN
| the event of liquidation or dissolution OF
| the corporation and in the Increase or de
crease of its capital stock. and under Such
circumstances only, tn" owners OF the pre-
fcrred stock shall have the same NotlnE
| power and rights rs the holders OF Inc
| common stock. This corporation shall
commence business aud be going concern
INN. a. IN 80, IL .ar,tFs nj fAtA
shall have been subscribed. The capital
stock of this corporation may be increased
| 10 ttIp sum of a. OUO. 10000. by increasing
| cithdf preferred or common stock, or hoth.
provided holders of twO-thirdS Of stock
of the corporation so determine, mt Spe-
cial meeting called for that purpose or al
y regular annual meeting OF the corpora
tiuu. 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 ia
| such increase, and any such shares not
| taken at that time may ne disposed 81 by
| the directors. i'm their unrestricted dlScre
! ton. for the benefit of the corporation. N
not less than their par value. All Stocb
shall Toe paid for either in cash. in prop
/ erty conveyed to the company, or for serv'
ices rendered. as provided by law. or bA
= issue of stock dividend out of the surplus
/ and profits ACCUMULATED and undistributed
aud in such manner and inStallmentS ~
/ HE board OF directors may NtltGlulut, ant
such stock shall BE- full paid and non
a>SpSSable The Board of Directors Ii
hereby. in its discretion. vested with ful
power and authority TO declare and 1SSu'
| stock dividends. No common stoCkhOlde
| shall have the right TO sell any Of tn
shares held by him. without first oiferini
the same. in writing. TO the corporation
Through its Board of Directors. and tn
- | said Board shall have the privilege of pur
- chasing said shares within thirty day
{ | thereafter. for cash. at their book Valu,
according to the inventory last made
ARTICLE V.-The corporate powers o
70 | This corporation shall be vested i'll and eN
;. | prri>ed by Il Board of Directors compose
Y | of not less than three and not more tina
a 1--WE common stockholders, two Of whoI
= shall constitute Il quorum for the tranSac
p. ton of business. should there be three o
a less Directors, and three OF whom Sha
), | constitute quorum for the transaction
"a business. should there he more than thre
4 Directors. The Directors may vote in pei
: | son or by written or Geographic proxy,
r. any and all meetings of the Board Of ID
= rcctorS. The Board may delegate any {
{, its powers to any officer or officers Q
y other representative of the corporation b
" appropriate resolution to that effect. I'll
= Board of Directors shall have power
u borrow money through any officer or rel
) reSentative designated by it to issue an
l execute notes. bonds and mortgages an
= 10 secure the same in any way that ii ma,
= in its discretion, determine. and general
= to DO and perform all acts necessary an
|
u of the business of the corporation. II
n Board shall have power to issue stock
IL this corporation in exchange Tor prOpert
Is services or labor performed. and TO pu
= chase or otherwise acquire. cancel. hold {
ar ! reiSSue, as in its discretion il may d.
,e termine, stock of this corporation. II
Q, Board shall likewise have power, if a,
4 thoriZed by vote of not less than m
o. | iOrity of the Directors, said Boar
l. is then constituted, to sell. lease or q!
Of change the entire property and assets
D. the corporation. to any corporation. fir
of or person. under the laws of this or al
rs other State. or to transfer the prOpertie
he or part thereof, for purposes OF ehectlI
~ a consolidation. merger, re-Organizauo
II. or to sell any part of the assets of the co
at pOration, or all of them; to give in e
OF change for any property or properties.
m for services or labor, the stock of this &C
or pOratiOn. Nothing herein shall be co
r. Strued as limiting the general powers
.s' the Board in the administration of &
Iv business of the corporation, except as MI
ba | he herein specifically provided. The oil
m GERS of the corporation shall be Pres
N dent. a Vice President. a Secretary and
,et | Treasurer. but the Board of Directors ma
id by appropriate resolution, combine I
20 | offices of Secretary and Treasurer and Sc
,;S | arate them and combine them again. fro
-, -, time to time. in its discretion 1t mi
~ determine. The Board may designate
" Secretary or Treasurer, or both, who
a. | not a stakeholder of the corporation. L
III Board of Directors shall he elected annu
Nv " by the common stockholders, at me-
eS ing held on the second "Wednesday of ia
"a | uary. beginning with January. 1871.
iu tice of such meeting shall be given mite
w days prior to the date of the meeting. sc
to each stakeholder, at his last known
ais dress. The Board of Directors may chan
M | the date of such meeting by giving hfte
ire DAYS notice in the manner above pl
nv vded. Notice of any and all meetings m
or be waived. Each common stockhold
,te shall, at an annual meeting. or other met
Io ing. general or special, be entitled, In p
70 son. or by written or Geographic proxy.
10 one vote for each share of common sto
"a owned by him; and each preferred stot
holder shall be entitled. In person or
w. proxy. as above mentioned, to one W
~ for each share of preferred stock own
e, by him, upon questions involving the Ito
a. datiOn or dissolution of the corporate
VI and the increase or decrease of its capl
10 stock. and not otherwise. The elect
hu shall be held under such rules and regu
mt tiOns as may from time to time be Diet
sA- mined by the Board of Directors.
me Directors. when elected, shall hold of
rs for one year. or until their successors sh
ess have been elected and qualified. and fail
er, to hold the annual meeting of the sto'
no holders or to elect. annually. the Dir
as tors. shall not operate the forfeiture
no, this charter or any rights Hereunder. A
CT vacancies occurring in the Board OF
the rectors shall be filled by n majority "
or of the stockholders at special meet
called for that purpose. which meet
no | shall be Immediately called, should
o. holders of the majority of the stock
ma, 80 Il az ,i,,o r. ,osta5 ;n tba Pc,
M ~ - l. IRIdn md