The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-08
CHARTER.


ana supplies, accessories and appurten-
ances therefor; to own, operate repair
lease, store and deal in auto trucks farm
trucks and selfpropelled farm implements
Oh All character, including road building
machinery; to build, operate and contract
Tor roads of all kinds; to do a general
engineering and efficiency expert and
and contracting and construction bust
ness, and to engage in all businesses in
cidental to the purposes stated.
ARTICLE ~. Section l. The capital
stock Of this corporation Is hereby fixed
at One Hundred and Ten Thousand Dol
lars lS110,0OO.00), divided into and repre-
sented by one thousand Il .OO0) shares
OF preferred stock OF the par value Of
One Hundred Dollars (s1OOO0) per share
and One Thousand Q,000) shares of COM
mon stock of the par value of ten dollars
$4,000 per share. The common stock OF
the corporation may be increased up to
the sum Of Twenty Thousand Dollars
$50, 000).
Section .. The capital stock, both pre-
ferred and common, shall be represented
by certificates, shall be full paid and non
assessable when issued, shall be issued
only Tor labor done or for property &C
tually received, or for cash to be paid
at such times and In such amounts and
after such notice as may be determined
by the Board Of Directors, and shall be
personal property. No transfer of said
capital stock shall be binding upon this
corporation unless made in accordance
with its charter and bylaws and re-
corded in the books thereof.
Section 3. The holders OF the preferred
stock shall be entitled to receive an an
nual dividend at the rate Of but never
exceeding ten C0) per cent per annum.
cumulative from and after November 1
1921, payable out Of the net profits Of
the company on the 31St day of August
of each year, before any dividend is paid
| upon the common stock. Should the net
profits for any year be insufficient TO
pay said preferred dividend therefor, or
any part thereof, any unpaid portion
| thereof shall become charge against
| the net profits of the company and shall
be paid out of said profits in full before
any dividend is paid upon the common
| stock. The preferred stock shall never
participate in the profits of the company
| beyond its fixed preferential cumulative
| annual dividend of ten (10) per cent, but
/ shall be paid in full up to its capital or
par value plus accrued and unpaid divi-
| dends, If any, at the rate of ten Q0) per
| cent per annum before any amount shall
| be distributed among the owners Of the
| common stock, in the event of any Ii
| quotation, or dissolution or distribution
of the assets of the company, and shall
not participate further in the distribu-
ton of the assets of the company.
| Section f. The corporation shall have
| the right to call for and redeem the out
standing preferred stock, in whole or in
part, on any dividend date. at one hun
| dred and ten (110) per cent of par, plus
all accrued and unpaid dividends. No
| tice of redemption shall be given by
| mailing same to all preferred stockhold-
ers of record at their last known post
office address, or If none be known, then
to the General Delivery, at New Orleans,
| Louisiana. at least sixty (60) days prior
to such redemption date, and by publish
ing such notice of redemption, at least
once week for a period of sixty (60l
| days in daily newspaper of general
circulation. published in the English Ian.
guage in the City of New Orleans, Lou
isiana. Such call having been made, and
the money required for such redemption
! having been deposited for that purpose
with the Marine Bank & Trust Company
of New Orleans, Louisiana, Tor If that
bank shall not be in existence. with such
other bank in the City of New Orleans
of the stock called for redemption to
dividends shall cease after said redemp-
ton date, and the holders thereof shall
thereafter have recourse to said deposit
alone and in no event to the company
for the payment Of said redeemed stock
and the dividends thereon. The shares
so called and redeemed shall be cancelled
and not again be issued.
Section 5. If less than all Of the pre-
ferred stock then outstanding is to bs
redeemed, the Board of Directors shall
determine by lot in the following man
ner the shares to be redeemed. A list
shall be prepared Of the holders Of pre-
| ferred stock. and consecutive numbers
shall be noted opposite each name or
such list, according to the number Of
shares owned by each stakeholder, eacf
stakeholder receiving one number fol
each share standing in his name, so tina
the aggregate number of such consecu
tive numbers will equal the number o.
shares of such preferred stock then ont
standing. From such consecutive mum
bers there shall be drawn by lot as man!
numbers as will equal the number o
shares to be redeemed; and the share
shall be drawn for redemption from tn
stockholders to whom the numbers draw
by lot were assigned on said list.
Section 9. Within sixty days after tn
. end of each fiscal year, until all of tn
preferred stock shall have been retired
the Board of Directors shall set aside
/; sinking or redemption fund. Said fun,
for ten years after the organization o
, the company is to be a sum equal t
two (2) per cent Of the net earnings o
the company for the preceding fisca
, year. after deducting all taxes and In
I terest charges; and thereafter said fun
is to be a sum equal to ten per cent 40
Of the net earnings of the company TO
the preceding fiscal year, after deductin
|. all taxes and interest charges. Such re
, demption fund shall be used for retirin
: the preferred stock in the manner pro
: vided in the preceding sections Of thi
article.
| Section Z. The preferred stock sha
have no voting power whatever, unles
. the company be in arrears for the annus
: dividend payment on its preferred stool
. in which event the sole voting power Q
: the company Is to be in its preferre
: | stock until the dividends in arrears b
fully paid up.
Section 8. The common stock shall I
> entitled to all earnings of the corpor'
. ton over and above the cumulative div
. dend Of ten (10) per cent per annun
: herein reserved for the preferred stool
= except that no dividend can be declare
|. on the common stock until all accrue
: dividends on the preferred stock hay
been declared and no dividends can
Il paid on the common stock until all az
crued dividends on the preferred stoc
have been paid. In the event of liquids
ton. dissolution or winding up, wheths
voluntary or involuntary, Of the corpo
alton, after the payment in full to tn
preferred stock Of its principal at pa
value plus accrued and unpaid dividend
II II any, at the rate Of ten (10) per Ger
/ per annum, the remaining assets an
III funds Of the corporation shall be divide
/ among the holders Of the common stoc
/ in proportion to the shares held by the
: respectively. The voting power Of II
- corporation shall be vested exclusivel
- in the common stock unless the compan
1 be in arrears in the payment Of fol-
/ quarterly dividends on Its preferre
stock, as above provided, In which evel
/ the sole voting power shall be In Il
/ preferred stock until the dividends In
l rears shall have been fully paid.
III Section o. The whole or the preferrt
l and common stock Of this corporatio