The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-08


have been declared and paid in full and
provision made for the propOrtionate part
of said dividend for the pending year.
Section g. After payment of the cumu-
lative dividends above provided for upon
the preferred stock. the common stock shall
be entitled to receive dividends at the rate
of eight per ccntum $50 per annum.
non-cumulative. After the payment in any
year of a dividend Of eight per centum
(Sct) to the common stock. the preferred
stock and the common stock shall share
equally in dividends from any further
earnings. each share of preferred and
each share of common stock TO the entitled
to the same amount of dividends from
such further earnings.
Section 1. In the event of any liquida-
ton, dissolution or winding up. whether
voluntary or involuntary, of this corpora
ton. the holders of the preferred stock
shall he paid in full ny preference over
the common stockholders the par value of
their shares. together with all accrued and
unpaid dividends ut the rate of eight per
centum (SCCD per annum. After such pay
ment the common stockholders shall be
entitled to receive the par value of their
shares: and any surplus then remaining
shall he divided equally between the pre-
ferred stock and the common stock, each
share of preferred and IOr common stock
receiving the same amount from such
surplus.
Section >. The capital stock both pre-
ferred and common, shall be represented
by certificates. shall be full paid and non
aSSesSable when issued, and shall be issued
only for property actually received, to he
paid at such times and in such amounts and
after such notice as may be determined by
the board Of directors. The whole of the pre-
ferred and common stock of this corpora
ton. or any part thereof, may be issued
and delivered to any person, firm or cor
pOratiOn for the acquisition of rights.
privileges, property. business or good will
or any part thereof. owned or controlled
by such person, firm or corporation. The
I'd
thorized to issue and dispose of stock for
any and all of the purposes above stated
as In its judgment may seem fair and
proper, and is particularly authorized TO
issue and dispose of such stock in eX
change for property heretofore owned or
controlled by the Indu strial Housing Syn
dictate, of New Orleans.
ARTICLE V-AIl Of the powers of this
corporation shall be vested in board com
posed of not less than nor more than di-
rectOrS. The precise number of directors
within said limits shall he fixed from time
to time by vote of the stockholders at the
annual meetings, or at a special meeting
called for that purpose; provided, that in
the interval between stockholders meet
ings the board itself may elect additional
directors within the maximum limit above
provided If the stockholders shall not have
elected the same. y majority of the board
shall constitute quorum. Said board
of directors shall be elected annually at
stockholders meeting to be held annually
at the office of the corporation on the
third Tuesday In January of each year
Tor the next legal day if that be a holiday
after notice given TO each stakeholder by
mail at least fifteen days before the date
of the meeting. addressed to the last desg-
mated address of the stakeholder. or if he
has designated no address. to the general
delivery at New Orleans. Special meetings
of the stockholders may be called by the
board at any time and notice thereof shall
be given in the manner provided for an
mpafinUS Cd hot in oil
all notice may be waived by unanimous
consent. Each stakeholder shall be en-
| titled to one vote for each share of stock
standing in his name on the books of the
corporation, whether preferred or common
said vote to be cast in person or by proxy
and majority of the votes cast shall elect
Failure to elect directors on the day above
specified shall not dissolve the CORPORA
ton but the directors then in office shall
remain in Office until their successors are
elected. The board of directors shall
have power to fill all vacancies which may
occur or in any manner arise or be created
on the board, even though mo quorum re-
main at the time such vacancies are to be
filled. The board shall elect from their
number president one or more vice
presidents, and a secretary-treasurer pro-
vided. that from time to time the board
may dispense with any of said officers
and Ior may combine and /or separate any
of Them and /or may elect such other Of
hcers as they may think proper or con-
Venient for the carrying on of the COM
panys business, and may provide that
such officers may not be members Of the
board of stockholders: and they shall fix
the salaries of the officers, agents and en-
pioyees. At any meeting of the board of
directors, any director absent from the
meeting may be represented by any other
director who may cast the vote of the alb
sent director according to the written in
struclons, either general or special, of
said absent director. The board of di-
rectorS shall have authority to make and
- IlEh wall
bylaws. rules and regulations necessary
ana proper for the support and manage
ment of the business and affairs of this
corporation and not inconsistent with this
charter and they shall have the power
to authorize the borrowing of money and
the Issuance of notes and the execution
OF pledges and mortgages, and generally
10 90 all things necessary or convenient
for the proper carrying on of the business
OF the corporation.
Until general meeting of the stock
holders for election of directors to be held
in 1922. or until their duly qualified sue
cesSors are elected and installed. the board
OF directors shall he composed of the fol-
lowing: j. W. Billingsley, p. o. Address
interstate Bank Bldg, New Orleans, La;
\: j. Nelson, p. o. Address 403 whitney
Bldg, New Orleans, La; J. A. Badger, p.
q. Address. Howard Ave. and Constance
SIS. New Orleans. La; Sidney W. Souers,
+ %. Address, sos Interstate Bank Bldg
New Orleans, La. Jos. W. Sheldon, p. o.
-huuieSS oou NraNler ST., New orleans, La.
Provided that the board above named
and any succeeding board may choose ad-
ditonal directors within the total nu-
mercial limit of the board whenever such
total limit shall not have been filled by the
stockholders. OF the foregoing directors
j. W. Billingsley shall be president Jos
W. Sheldon. vice-president ands2Sidney W.
Souers. secretary-treasurer.
ARTICLE VI-This act OF incorporation
may be changed, modified or amended. or
the corporation dissolved, by vote of two
thirds of the entire capital stock present
or represented at a general meeting of the
stockholders convened for such purpose
after previous notice shall have been given
in the manner above required to be given
of the annual meeting of the corporation
ARTICLE Wilt this corporation shall
be dissolved. either by limitation or from
any other cause, its affairs shall be liqui-
dated by three commissioners to be APP
pointed at the meeting of the stockholders
convened for the purpose of liquidation.
One of said liquidators shall be elected by
the vote of preferred stockholders, one by
vote of the common stockholders and one
by vote of all the stockholders, common
and preferred voting Jointly. Said liquida- |
ors shall remain in Office until the affairs
Of the corporation shall have been fully
Unfr IAd awI