The herald., 1921-06-02
CHARTER.
.V~DMENT TO CHARTER OF MARKS
AhhN IsAACS COMPANY.

Ssv of the month OF MarCn, III my !Sal VI
our before me, William j. Gustie,
t"a,sry public duly commissioned and
aanIised In and for the above Parish and
SSsste therein residing, ana IN the pres,
ota aa of the witnesses hereinafter named
eace ndarsipned, personally came and APP
anu anu n NJ. Isaass and Adolph Good of
psa fnll age of majority ana resident OF
tSe City of New Orleans. Louisiana; OF
ILLS isaacs Company, appearing ana act
Ma MA for said Marks lsaacs Company, cor
ing a 10 duly organized and created I'M
and according to the laws OF the State
osi ouisiana by act before charles kosen,
Vi ,ary public, on the 18th day OF March,
no na yrsccorded in the Mortgage Office of
I'VE parish. in Book $50 folio 81; which
th is cSarter was amended by act before
ss%s,,es Rosen, notary pubic, september
,atb 1910 said act OF amendment being
lstn, aad in Mortgage Office Book 1884, folio
To- said charter being further amended
~ oct before Watts h. Leverich, notary
py y,iic on March 3rd, 1917, recorded In
p.,sge Office Book 1906, folio 3l5; said
Mo.er being further amended by act be-
sore Philip Gensler. Jr., notary public; on
iore day of April, 1913. recorded in
t,1e,t0ase Office Book -. folio -.
who declared. That at special meet
,,g OF the stockholders or Marks isaacs
irnpsnpsny. held in the City of New Orleans,
he Dist day Of March. 1921, at which
vi. sneciaI meeting all the capital stock
A. said corporation was represented by
VI. boIders and owners thereof, in person
Wv nv proxy, on motion duly made, sec
~ and carried il was unanimously re
Oaiyed that Article ~ OF the charter OF
soia CORPORATION be amended to read as
follows.
Article Iy.-The capital stock of this
eornoration is hereby fixed at $5OO,OOO.O
divided into and represented by 1000
hsras of the par value of $4,000 each.
Sa,d stock shall consist of two classes
Ssmely, of common stock and OF pre-
ferred stock.
section /. There shall be issued pre-
to,red stock to the extent of SlOOOOO.OO.
s,.idad into and represented by 1000
shares of the par value of $4,000 each.
rhis preferred stock shall be entitled, in
reference to and in priority over the
common stock OF this corporation, dlVl-
Ssnd I'm each year at the the rate of per
uni per annum, payable out of the profits
N The company. The said stock shall be
sntitled TO no other or additional ,diyi-
dend or share Of the prOhts or earnings
AZ the company except the aforesaid 3
nsr cent. which said dividend shall be
Cumulative No dividend shall be paid on
the common stock until the aforesaid
cumulative dividend of s per cent on the
aforesaid preferred stock shall have been
declared and set aside for payment TO the
nreferred stockholders. The dividends due
on the preferred stock hereunder shall be
Maid by the company without deduction
Tor any tax now or hereafter levied I'M
dor the authority of the United States or
Of the State of Louisiana or any political
snbdiyision thereof. In the event of the
liq0idation or dissolution of the corpora
ton from whatever cause, voluntary or IN
voluntary, the holders of the preferred
stock shall be paid by preference, in full,
over the holders Of the comman stock, the
mar value Of their shares, together with any
dividends unpaid, at the rate OF per
cent Der annum to the date of the dissolu-
tiou or liquidation. No voting power shall
he vested in or exercised by the holders
of the aforesaid preferred stock except
in the event of liquidation or dissolution
Of the company, voluntary or involuntary,
or In the event of an amendment to the
charter Of the company, in which event
the holders Of the preferred stock shall
be entitled to vote In the same manner as
the holders Of the common stock. AT any
meeting general or special the Board of
Directors shall have full and complete
authority to retire the whole or any part
Of the outstanding preferred stock upon
setting aside for payment to the holders
Of the same $1,000 per share and all diyi-
depds due thereon. Notice of such meet
ing shall be given for thirty days, either
BY publication in a daily newspaper of
the City Of New Orleans once week dur
Ing said thirty days, or, at the option of
the Board Of Directors. by sending a writ
ten notice to the stockholders at the last
known address. Should any of said stock
holders be unwilling to receive the amount
due for retiring the stock, or should the
known then in the amount necessary to re-
tire said stock shall be deposited in any
bank or trust company in the City of New
Orleans, and notice thereof shall be sent
By registered mail to the last known adj
dress Of the holder of the stock. and IL no
address Is known, by sending Ii to Gen
eral Delivery, In the City of New Orleans
From and after the time that the sum due
shall be deposited with the bank or trust
company, as aforesaid, the same shall be
at the entire risk of the stakeholder and
all responsibility of the company shall
terminate and all interest of the stock
holder shall cease, and all rights and
claims Of any kind or character against
the company arising out of the holding or
ownership Of the said shares shall cease.
should portion of the said stock only
be retired, then the number of shares so
retired shall be distributed preportionately
among the holders Of the said preferred
stock, and any fractional share may, at
the option Of the Board of Directors be
retired by retiring share, more or less,
as the Directors may determine.
Section 2. The common stock Of this
evaporation Is fixed at the sum of $780,
O00 divided into and represented by
NW shares Of the par value of $4,000 each.
The Common stock shall be entitled to all
dividends earned and declared by the
board OF Directors, subject only to the
provisions hereinabove set out with re-
spect to the prior payment of dividends
s % the E, Preferred Pre- stoekohlders; In the
whatever cause, voluntary or involuntary,
me rights Of the Common Stockholders to
she-@ In the distribution of the assets of
NE corporation shall be deferred to the
nights of the Preferred stockholders as
hefeinab0ye provided. All voting rights
and powers Of this corporation shall be
vested solely in the Common stock, and the
Sommon stockholders shall have the sole
ngnt Of voting at all elections Of direc-
tors or otherwise, The right of Preferrr
stockholders to vote shall arise only in
me event Of liquidation or dissolution or
the event OF amendment to the char
Section& All stock shall be paid for
Sash or property, as provided by law,
py an issue Of stock dividends out of
surplus and profits accumulated and
snelstffbuted, and in such manner and
4slallments as the Board of Directors may
ee.ermine, and such stock shall be full
he and worcestershire. The Board of
isc.ers is hereby, In its discretion, vest |
49,. Win fuil power and authority to issue
hQck dividends.
Inc capital stock of this corporation may
increased to the sum of $3.50 10000 and |
ssh increase may be made in either Pre-
.sa or Common Stock. or both, as may
setefmined and In such amount as may
s7se Sses ee mi up to the aforesaid sum of
Sw All transfers of stock shall
~. "aae on the books of the company on |
~. surrender Of the outstanding certi- |
go ana In accordance with such rules |
IL nsumtions as may from time to time |
IA rssiiped by the Board Of Directors. |
a. Az ekhoider shall have the right to sell |
dispose Of his stock or pledge or en- |
the same, without first offering |
wntlng, to the other stockholders
srssn the Board of Directors, at |
a. s,a ny IN excess Of the book value of |
iss.s sock as shown by the last preceding |
eewnsy and financial statement of the |
- sny business. The said stockhold- |
hsld,.sa IN proportion to their respective |