The herald. [volume] (New Orleans, La.) 1905-1953, 1921-06-09
CHARTER.
preferred stock and the remaining three
quarters of such profits shall be applied as
profits on the common stock.


quarters of such profits shall be applied a
profits on the common stock.
J, In the distribution of assets upon liqui
{ dation other than profits, there shall b
: paid, so far as the same will go: first
: upon the preferred stock the amount o
;, the par thereof and the amount Of tn
e then unpaid dividends, IL any. Next
4 should there be further assets for distri
e button, one quarter thereof shall be pail
: upon the preferred stock, and the remain
: ing three quarters thereof upon the com
mon stock.
; All voting powers of this Corporation
d shall be vested In and exercised by tn
r common stockholders exclusively, and II
Z all elections of directors and otherwise
: the holders of preferred stock shall hav'
= no voting power. In the event OF Hquida
? ton or dissolution of the Corporation, anc
in the increase or decrease of its capita
stock, and under such circumstances only
the owners of the preferred stock shall
have the same voting as the holders OF the
. common stock. This Corporation shall
; as soon as Fifteen Thousand Dollars
(Sl5, OOOO0) of its capital stock shall have
been subscribed. The capital stock OF
J this Corporation may be increased to
the sum of One Hundred Thousand Dol
lars by increasing either preferred or COM
mon stock, or both, provided holders of
twothirds Of stock of corporation SO
determine, at a special meeting called for
that purpose, or at regular annual
meeting Of the Corporation. 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 discretion for the
benefit Of the Corporation, at not less than
their par value. All stock shall be paid
for either In cash, in property conveyed to
the Company, or for services rendered, as
provided by law in such manner and in
| stallmeRts as the Board of Directors may
determine, and such stock shall be full
paid and non assessable. The Board of
Directors Is hereby, in its discretion, vested
with full power and authority to declare
and issue stock dividends. No common
stakeholder 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 Direc-
tors, and the said board shall have the
privilege of purchasing said shares within
thirty days thereafter, for cash, at their
beck value. according to the last inventory
made.
ARTICLE V.-The corporate powers of
this Corporation shall be vested in and
exercised by a Board of Directors COM
posed Of FIVE common stockholders, three
of whom shall constitute a quorum for
the transaction Of business. The Direc-
tors may vote in person or by written or
telegraphic proxy, at any and all meet |
ings of the Board of Directors. The |
board may delegate any of its powers to
any officer or officers or other representa- |
tive of the Corporation by appropriate |
resolution to that effect. The Board of |
Directors shall have power to borrow |
money through any officer or representa- |
tive designated by it; to issue and exc
cute notes, bonds and mortgages, and to |
secure the same in any way that 1t may, |
IFS tnv, nfn nd lx
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 prop |
erty, services or labor performed, and to
purchase or otherwise acquire, cancel, hold
or reissue. as in its discretion 1t may de-
termine, stock of this Corporation. The
board shall likewise have power, IL au
thoriZed by vote of not less than a
majority of the Directors, to sell, lease or
exchange the entire property and assets
or the corporation, to any corporation,
1rm or persons, under the laws of this or
any other State, or to transfer the prop
critics or part thereof, for purposes Of
sfecting a consideration, merger, re-or-
or to sell any part Of the
assets of the corporation, or all of them;
% give in exchange for any property or
properties. or for services or labor. the !
tock Of this Corporation. Nothing herein |
hall be construed as limiting the general I
I
# the business of the Corporation. except /
IS may be herein specially provided. The a
nicers OF the corporation shall be a Pres
dent, Vice President and a Secretary.
me Board Of Directors shall be elected
nnually by the common stockholders, at :
meeting held on the second Wednesday y
{ January, beginning with January. 1922 !
'stice OF such meeting shall be given if !
cen days prior to the date Of the meeting,
ent to each stakeholder, at his last known
ddress. The Board of Directors may p
hange the date of such meeting by giving Il
fteen days notice in the manner above G.
rovfded. Notice of any and all meetings S
lay be waived. Each common stock o
older shall, at an annual meeting, or Ct
Their meeting, general or special, be en- 81
tied, in person, or by written or tele- 81
raphic proxy, to one vote for each share c.
common stock owned by him; and each a
referred stakeholder shall be entitled, in RI
erson or by proxy, as above mentioned es
one vote for each share Of preferred m
.ock owned by him. upon questions in o.
Diving the liquidation or dissolution of "a
he corporation, and the increase or de- p
ease of its capital stock, and not other OF
Use. The election shall be held under Ell
ich rules and regulations as may from a,
me to time be determined by the Board III
Directors. The Directors, when elected. tu
lall hold office for one year or until their OF
lccessors shall have been elected and In
lalified, and failure to hold the annual d.
Getting of the stockholders. or to elect. M
lnually, the Directors shall not operate OF
lie forfeiture of this charter or any rights pc
hereunder. Any vacancies occurring in Ell
lie Board Of Directors shall be filled by
majority vote of the stockholders at a CO
,ectal meeting called for that purpose. II
hich meeting shall be Immediately called, or
ionId the holders of the majority of the th
ock SO request. The power to fill vacan- ID
es may from time to time be vested in 81
e Board of Directors by the stockholders ID
Id Invested again at annual or special be
ceilings.
ARTICLE VI.-This charter NAV be III
odified, altered or amended by and with =.
e consent of two-thirds of all the stock 81 81
'esent or represented at any general %
Getting held for that purpose, and such IA
nendment may be material or inmate Gi
al, subject only to limitations as may vi ~,
by law provided, and this Corporation p y.
all have the power to increase or de- Gu
ease its capital stock as herein set forth N
ID as provided by law. "a
ARTICLE VII.-No stakeholder shall sb
er be held liable for any contracts or ne
ults Of this Corporation in any further ST,
m than the unpaid balance due on stock TN
Id by him, If any. ANY stakeholder who of
ny desire to dispose Of his preferred of
,ck shall give to the corporation fifteen | in,
Us written notice of such intended sale, str
q snail allow the corporation or any an
'mper tnereot tne nrst opportunity or ers
rchasing said stock at any bona fde ge
Ice offered for the same on the market; OF
d no stock transfer or transfer of stock da
all be binding on this Corporation I'M an
s made and entered on the books of the hol
rporation. this
ARTICLE vIII.-This Corporation shall
re the right to declare any subscription Is
stock or shares therein held by a sub DO