The herald., 1921-02-24
CHARTER.
AMENDMENT TO CHARTER OF THE
ZIG ELECTRIC YENTILATING
COMPANY

ZIG ELECTRIC NENItLATlNG
COMPANY
United States of America, State of Lou
| isiana Parish of Orleans, city of New
| Orleans: BE il known, That on the twenty
| eighth day of the month OF December,
| i'm the year one thousand, nine hundred
and twenty and of the Independence OF the
| United States, the one hundred ana forty
| fifth, before me, Felix J. Dreytous notary
public duly commissioned and qualihed IN
and for the Parish of Orleans. State OF
| louisiana therein residing and in the
presence of the witnesses hereinafter
named and undersigned; personally came
| and appeared Mr.. Marion Weis, chairman,
| and Mr.. Frederick :. Weis, acting secre-
| tary of the Ilg Electric Nentilating Com
| pany, a corporation organized under the
| laws of the State of Louisiana by Act be
fore Lyle Saxon, notary public. on the
| 18th day of October, 1906, recorded IN
NJ. o. b. 94S, +. 49,, October II, 19O6, as
amended by act before Charles +. Fletch-
| niger. notary public, on May 3, l9ll, reg
| istered in VI. o. Il. 1201, F. 594. May 4,
1911. as amended by act before Charles +.
| Fletchinger, notary public. November ),
1916 registered in NJ o. Il. 1901, +; ~.
November 0, 1916. said corporation being
| dOmiciled in the City of New Orleans; who
| declared that by resolution and vote
| adopted and voted at special meeting
| of the stockholders of the llg Electric
| Ventilating Company, held at the office
| of the company in New Orleans, Louis
| lana, on the twenty-eighth day of De
cember, 1920, held by consent of all of the
| stockholders of said corporation and upon
| waiver of notice of time and place of said
meeting of stockholders more than three
fourths of the stockholders of record were
present or represented il was voted unani-
mously to amend and re-enact Article "
of the charter of said corporation in the
words and figures hereinafter set out. all
of which appears from certified copy of
the minutes of said meeting hereto an
nexed.
Appearers further declared that they
We're authorized and directed at said
meeting to appear before me. Notary, and
to execute the proper n0tarial act and
declaration of said amendment. required
by law for the purpose of affOrding au-
thentic reference and permanent record.
Said appearers further declared that Ar
ticle " of the charter of this company
was by unanimous vote of all of the stock
holders present at said meeting amended
and re-enacted to read follows:
ARTICLE Iv.-The capital stock of this
; corporation is hereby fixed at one mil
lion dollars Isl 900 OOOOO) which may be
| increased to one million, one hundred
thousand ($l,1OO.O00.O0) dollars, consisting
of ten thousand 100000 shares of the par
value of one hundred ($1O0.O0) dollars
) each, of which
| (a) Four thousand $4,000 shares of the
aggregate par value of four hundred
thousand ($4O00O00O) dollars, shall be pre-
: ferred stock and;
OBJ Six thousand (6.OOO) shares of the
aggregate par value of six hundred thOus
and (S600000OO) dollars shall be common
e stock
(cl The holders of the preferred stock
n shall be entitled to receive, and this cor.
: poratiOn shall be obligated to pay, out OF
: its surplus or net profits, cumulative divi
. dends at the rate of, but not exceeding
seven ca per cent per annum payabl,
| i-an al in nj Inn rs on n.
: first days of January and July of eacf
a | and every year, and the same shall b,
y paid or set apart before any dividend shall
: | be paid or set apart on the common stock
. Should such surplus and net profits ac
= cumulated at any dividend payment dat,
q | be insufficient to pay such dividend on al
n of the then issued and outstanding pre-
n | ferred stock, such dividend shall be paiC
(withOut interest) out of any future sur
plus and net profits, and no dividend shall
9 at any time be declared or be paid or b,
5 set apart on the common stock unless divi
. dends at the rate of seven ca per cen
| per annum shall have been declared anI
: paid or set apart up to that time on al
: OF the then issued and outstanding pre-
n ferred stock from the date of its issuance
r (d) Upon any dissolution or liquidation
e of this corporation whether voluntary o
II Involuntary or in tire event of a sal
II whether voluntary Involuntary of al
e or substantially all of its assets, or upol
any distribution of capital there shall b
10 nrSt palu 10 the nOiderS OF the pre1errei
u stock then outstanding, the par valu
'I thereon, before any sum or dividend shall
m be paid or any assets applied on the com
r mon stock. After making such paymen
y to the holders of the preferred stock tn
IN remaining assets of this corporation shal
Y belong to the holders of the common stoei
n consolidation or merger of this corpora
lie ton with any other corporation or col
porations shall not be regarded as a sal
n or as dissolution or liquidation of thi
IS corporation hereunder.
m (e) The whole of the preferred stoc
outstanding at the time. or any part there
at of, shall be subject to redemption an
" may be redeemed and retired at any tim
n out of the surplus and net profits. at III
ID pleasure of the Board of Directors.
5 such manner as the Board of Director
ie may determine, upon giving at least sixt
a. days prior notice, by mail, to the holder
of record of such preferred stock, and b
OF paying therefor in cash the par value
o such preferred stock. plus all unpaid div
A. bends, accrued and accruing thereon, up
% date of such redemption, and in additio
a premium of $500 per share for each DR.
IN ferred share so redeemed, but no such r,
demption shall at any time be made {
effected unless all accrued dividends of a
c previous years have been paid upon Il
n. the preferred stock then outstanding an
,s so much of the current yearly preferre
at stock dividend as is then accruing or sha
a. have accrued, shall have been paid or s.
as apart from the surplus or net profits.
in ~ The right to stock dividends an
the right to subscribe for any additions
!. issue of common stock is vested exclusive
'r' ly In the holders of the common stock,
the exclusion Of the holders of the Or
ferred stock.
lc. tg) All dividends declared after II
H. payment of the seven (O per cent cumul