The herald., 1921-09-29
CHARTER

Snacifcally set forth. namely:
ARTICLE The name and title oil inns
CORPORATION shall be the southern 1oi IN
Company, Inc. and ITS dur nat from
for term OF nlnety-hlne N''J S'"
the date hereof.
ARTICLE 1.-THE objects and purposes
for which this corporation is formed are
hereby declared to be.
To manufacture, purchase or oth r, ia
acquire import. export, lease, sen am
generally deal in, musical instruments ol
an kinds and descriptions, and all sup
niles. articles. appliances and mat erialS
related thereto. or in any manner he'eH
Sary or convenient IN salu DuSInesai, o,,
To apply for. purchase or OtheF"lst az
ouIre and to dispose of patents ana COPY
rights in the United States ana elsewhere
10 purchase or otherwise acquire All or
any part of the business, goodwin rlshtS'
property and assets OF an hInuS anu
sumo all or any part of the liablllties Hi
any CORPORATION, association. partnership
or person engaged in any business ihSluu'
ed In the foregoing purposes anu oOJeN'''
To acquire and take over as a gong con.
Germ and TO carry on the business ~ "r'
DersOn firm association or corporation en-
gagged in the business which this corpora
ton is authorized to carry on ana III toii I
nection Herewith to acquire the gOOu-"lh
and all or any part OF the asses S all du or any
of the liabilities of the owner Ut o"heiS
OF any such business.
To purchase or otherwise acquire rear
estate and leasehOlds, or any interest
therein, in addition to such as may pe
necessary for the purposes hereinbetore
expressed and to own, hold or Improve,
sell and deal in the sane, so FAR as anu
to the extent that, the same may De uohS
and performed by corporations organized
under the General Corporation ACT.
To purchase or otherwise acquire real,
mixed and personal property OF any KINDS
that may be lawfully acquired ana heId
by a corporation organized under the Ten
eral Corporation Act. and in particular
bonds, leasehOlds. shares of stock. mort
cages. bonds, debentures and other So,
curities, merchandise, book debts anu
claims, copyrights, manuscripts, trade
marks. trade names. brands, labels, patent
caveate an dpaeent rights. licenses, grants
and concessions and any interest In rear
or personal property.
To sue and be sued; TO borrow money;
to make. accept, endorse, execute, ana Is
bonds, debentures and other obligations:
from time to time for the purchase OF
property. or for any purpose in or ABOUT
the business Of the company, ana TO Sc
cure the payment of any such obligation
by mortgage, pledge deed o rtrust. or
otherwise
To enter into, make, perform and carry
out contracts of every sort and kind which
may be necessary or convenient Tor the
business of this company, or business OF
similar nature, with any person, firm,
corporation, private, public or municipal,
body polite under the government OF the
United States. or any State, Territory or
Colony thereof, or any foreign government,
5 Ofar as, and to the extent that, the same
may be done and performed by corpora
lions organized under the General Corpora
ton Act.
To make and use a corporate seal
The foregoing enumeration of SPECIFIC
powers shall not be deemed to limit or re-
strict in any manner the general powers of
the corporations. and the enjoyment ana
exercise thereof, as conferred by the Laws
of the State of Louisiana upon corpora
lions organized under the provisions of
the General Corporation Act.
To do all and everything necessary,
suitable: and proper for the accomplish
ment of any of the purposes or the at
tainment of any of the objects or the
of any of the powers herein
before set forth, either alone or associated
with other corporations, firms or individ-
thing or things incidental or pertaining
to, or growing out of or connected with
the aforesaid business, or powers, or any
part parts thereof. provided the same
be not inconsistent with the laws under
which this corporation is organized.
ARTICLE III-The domicile of this cor
poratiOn shall be in the City of New Or
leans. Parish of Orleans, State of Louis
lana. and all citations and other legal pro-
cess shall be served upon the president of
this corporation, or, in case OF his alb
Sen.e, upon the vice president, or. in case
of the absence of both OF these officers, up
on the secretary treasurer.
ARTICLE Iv-The capital stock of this
corporation is hereby declared to be TWEEN
y-four thousand (S24.OOO.OO) dollars, which
may be increased to two hundred fifty
thousand dollars $3.50 100000.
Said capital stock of twenty four thous-
and (S24WO) dollars is divided into two
hundred forty (240) shares of one hundred
lSlnOol dollars each, of which one hun
bred d Sloo) shares or an aggregate of ten
preferred stock and one hundred forty
tliO) shares, or an aggregate of fourteen
thousand $14,OOO.OO) dollars. are to be
'aid for as the law provides in cash. or
the same may be issued at not less than
par in payment or exchange for property
rights actually received or purchased by
SAID corporation in accordance with law.
The holders OF the preferred stock shall
be entitled to receive dividends at the rate |
Of seven per cent (1Go) per annum, pay
able semi-annually on such dates as may |
be determined by the board Of directors, |
out of any and all surplus or net profits |
before any dividends shall be declared set |
apart for or paid upon the common stock !
Sald dividends on the tpreferred stock |
shall b%cunulative. so that if the corpora
non shall fail in any fiscal year to pay |
such dividends on all of the issued and |
outstanding preferred stock, such detici- |
ancy in the dividends shall be fully paid, |
put without interest, before any dividend |
snail be declared, set apart for or paid |
upon the common stock. Subject to the |
foregoing provisions, the preferred stock |
shall not be entitled to participate in any
other or additional earnings or profits of |
the corporation,
In the event of the dissolution or liaui- /
iation of the corporation, or the sale of |
all its assets, whether voluntary or invol- |
untary, or in event of it's Insolvency or
any distribution of its capital, there shall |
be paid to the holders of the preferred
stock the par value thereof, to-wit: one |
hundred dollars ($1OO.0O) per share. and |
The amount of all unpaid accrued dividends |
thereon. before any sum shall be paid or
any assets distributed among the holders
or the common stock: and after the pay
ment to the holders of the preferred stock
OF its par value and the unpaid accrued
dividends thereon, the remaining assets
and funds of the corporation shall be di-
vlded among and paid to the holders of
the common stock according to their re-
spective shares.
The board Of directors may in their dis
cretion declare and pay dividends on the
common stock concurrently with dividends
on the preferred stoCh for any dividend
period of any fiscal year, when such
dividends are applicable to the common
stock, provided that all accumulated divi-
lends on the preferred stock for all pre-
Tions fiscal years and all dividends on the
preferred stock for previous dividend
periods Of that fiscal year shall have been
paid in full.
The preferred stock Of said corporation
ana the common stock shall have the same
fOtlng power, tO-wit: one IN vote for each
share of stock. which vote NAV he cast |
Dy the stOckhOlder in person or by proxy