The herald. [volume] (New Orleans, La.) 1905-1953, 1921-02-24
CHARTER
poration, and. in the event of his absence,


| lied and the nature of the business to be
! carried on by it are declared to be fol-
| lows: To buy, sell. deal in and handle, eX-
| port and import lumber of all sorts and
| descriptions, including real estate. stand
| ing timber, cut timber, logs, manufac-
! tured lumber, and any and all articles
hold, lease and operate saw mills. planning
I mills and other lumber mills, factories,
| logging machinery, logging railroads. loco
| motives, cars and machinery of all kinds.
| To buy, SELL manufacture, deal in and
handle boxes, cases, containers, crates,
| shocks, made eff wood or any other ma
| terial; and generally to engage in and
carry on the business of acquiring, own.
| ing. buying, selling, leasing, mOrtgaging
| exchanging, manufacturing. distributing
| and marketing of lumber and the various
products thereof, and, in addition thereto.
| to carry on general mercantile, merchan-
| disc and manufacturing business. 10 en-
| gage in foreign as well as in domestic com
| merce. and to carry on any of the bust
| ness aforesaid. in the United States OF
| America and its territories and dependen-
cies and in foreign countries
| ARTICLE IV.-The capital stock of this
corporatiOn is hereby fixed at the sum OF
$500, 0O0.00 divided into and represented
| by 1900 shares of the par value of $4,000
| each five thousand of the said shares of
| capital stock, representing S5OO.OOO.OO. shall
| be preferred stock, and 10000 shares of
said capital stock, representing $1,000
| 10000. shall be common stock. The hold.
| ers of preferred stock shall be entitled &c
| receive, in preference and priority over
| the holders of the common stock. a cumu-
| lative dividend, limited to 10 per annum
payable out of the profits of the company
| The holders of common stock shall receive
| no dividend, unless and until the holders
of preferred stock shall have been paid the
| dividend and any cumulations thereon due.
| In the event of the dissolution or Hquida-
| ton of the corporation, the preferred
| stockholders shall be entitled to receive
| out of the assets of the corporation, be-
| fore anything shall be paid TO the holders
| of common stock, the par value of their
| shares together with all dividends, at the
rate of 80 per annum tIO'n date. All
| dividends payable hereunder TO preferred
| stockholders shall be payable without de-
| Quoting for any tax or taxes under any
present or future laws of the United states
J or of the State of Louisiana. The 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 so
| To do to the holders of preferred stock, by
sending such notice by registered mail TO
| preferred stockholders last known add
dresses, and upon paying to the holders of
said preferred stock, par and all unpaid
and que dividends. Should such holders
be unknown, or should such holders fail
or refuse to receive payment, then the cor
poration may deposit the amount due in
any bank i'll the City of New Orleans, and
upon notice TO the holders, by registered
mail, of such deposit, at last known adj
dress of such holders, or, if no address is
known, at General Delivery, New Orleans
PostOffice, all obligations of the Company
shall cease and the Company shall be en-
titled to demand the return Of the certih-
Gates of preferred stock and to regard the
/ holder thereof as no longer the holder of
the stock in the corporation. Should part
of the preferred stock be retired, the
amount to be retired shah be distributed
pro rata among the holders of the pre-
ferred stock. All voting powers of this
corporation shall be vested in and exer-
clsed by the common stockholders eXclu-
sively, and in all elections of directors and
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, the owners of the pre-
ferred stock shall have the same voting
power and rights as the holders of the
common stock. This corporation shall
commence business and be a going concern
as soon as Sl,3OO,OO0.OO of its capital stock
shall have been subscribed. The capital
stock of this corporation may be increased
to the sum of $2,000,000.00 by increasing
either preferred or common stock, or both.
provided holders of two-thirds of stock
of the corporation so determine, at a spe-
cial meeting called for that purpose, or at
a regular annual meeting of the corpora
ton. 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 discre-
ton, for the benefit of the corporation, at
not less than their par value. All stock
shall be paid for either in cash, in prop
erty conveyed to the company, or for serv-
ices rendered, as provided by law, or by
issue of stock dividend out of the surplus
and profits ACCUMULATED and undistributed,
and in such manner and installments as
the Board of Directors may determine, and
such stock shall be full paid and nom
assessable. The Board of Directors is
hereby, in its discretion, vested with full
power and authority to declare and issue
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 Directors, and the
said Board shall have the privilege of pur-
chasing said shares within thirty days
thereafter, for cash, at their book value.
according to the inventory last made.
ARTICLE v.-The corporate powers of
this corporation shall be vested in and ex-
ercised by a Board of Directors composed
of not less than three and not more than
five common stockholders, two of whom
shall constitute a quorum for the transac-
ton of business, should there be three or
less Directors, and three of whom shall
constitute quorum for the transaction OF
business. should there be more than three
Directors. The Directors may vote in per-
son or by written or Geographic proxy, at
any and all meetings of the Board of Di-
rectors. The Board may delegate any of
"
other representative of the corporation by
appropriate resolution to that effect. The
Board of Directors shall have power to
borrow money through any officer or rep
resentative designated by it to issue and
execute notes, bonds and mortgages and
to secure the same in any way that it may,
in its discretion, determine, and generally
to 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 property,
services or labor performed, and to pur-
chase or otherwise acquire, cancel, hold or
Reissue, as in its discretion ii may de-
termine, stock of this corporation. The
Board shall likewise have power, If au-
thorized by vote of not less than a ma |
tority of the Directors, as said Board |
Is then constituted, to sell, lease or ex-
change the entire property and assets of
the corporation, to any corporation. firm |
or person, under the laws of this or any |
other state, or to transfer the properties, |
or part thereof, for purposes Of effecting |
or to sell any part of the assets of the cor
poration, or all of them; to give in ex-
change for any property or properties, or |
for services or labor, the stock Of this cor |
poratton. Nothing herein shall be con-
strued as limiting the general powers of |
the Board in the administration of the |
business of the corporation except as may
be herein specifically provided. The off, |
GERS OF the corporation shall be a Presi- |
dent, Vice President a Secretary and a |
Treasurer, but the Board of Directors may, |
by appropriate resolution, combine the |
offices Of Secretary and Treasurer and sep