The herald., 1921-02-03
CHARTER


rate of 10 per annum non date All
dividends payable hereunder TO preferred
tockholdtrS shall be payable without ue-
Quoting tor any tax or taxes under AN!
present or future laws of the United States
or of the State OF Louisiana. L ne Boaru
of Directors shall have authority, ID! ma
Jority vote, to retire the preferred STOCK
or any part thereof, at any time, dller XIV
ing tnirty-day notice of its Intention SO
=, to do TO the holders OF preferred stock' DA
sending such notice by registered mani 10
preferred stockholders last known al
dresses, ana upon paying to the holders Oh
said preferred STOCK, par ana All unpdlu
and Que dividends. Should sucn hoiutIS
he unknown, or should such holders IAN
or refuse to receive payment, then the cor
poratiOn may deposit the amount que III
any bank i'll the city OF New orleans, anu
upon notice TO the holders, by Registered
mail, of such deposit, at last Known au-
dress of such holders, or. If no address is
| known, ut General Delivery, New orleans
POstOiiiCe, all obligations OF the COlhpah!
shall cease and the Company snail be en-
titled to demand the return Of the certlh-
| Gates OF preferred stock and TO regard lhe
holder thereof as no longer the hOluer Vi
| the stock in the corporation. Should part
| of the preferred stock be retired, the
| amount to be retired shall be distributed
pro rata among the holders OF the pre-
| Ierred stock. All voting powers OF TINS
| CORPORATION shall be vested Ill ana eAef-
| ClSed by the common stockholders eAclu-
| SIvely, and i'll all elections OF directors anu
| otherwise, the holders of preferred STOCK
l
| the event OF liquidation or dissolution OF
| me corporation and i'll the increase or de
| crease of its capital stock, ana uhutF Hu'h
| circumstances only, the owners OF the pre-
| Ierrpd stock shall have the same voting
| power and rights as the holders Oh tht
| common stock. This corporation shall
| commence business and be gong concern
| as soon as 81, 800, 10000 of its capital STOCK
| snail have been subscribed. The capltal
stock OF this corporation may be Increased
| to the sum OF S2,OUU,UUU.UO, by increasing
| either preferred or common stock, or DOti
provided holders OF two-thirds OF STOCK
| of the corporation so determine, at Il spe
| ciaI meeting called for that purpose, or III
| a regular annual meeting OF the corpora
| ton. During the time preceding such
| meeting to increase the capltai STOCK, the
! stockholders shall have the privilege Oh
J taking additional shares III the proportion
1 which the shares held by them pear 10 lle
| capital stock of the corporation prior 10
| such increase, and any such shares not
| taken at that time may be disposed OF p9
| the directors, III their unrestricted dlscre-
| ton for the benefit of the corporation, at
| not less than their par value. All STOCK
| snail be paid for either i'll cash, III prop
| erty conveyed to the company, or Tor serN-
| ices rendered as provided by law, or by
| issue of stock dividend out OF the surplus
and profits ACCUMULATED and undistrlDuteu,
and i'll such manner and Instruments as
the Board of Directors may determine, anu
| such stock shall be full paid ana non
| assessable. The Board of Directors IS
hereby, in its discretion, vested with 1ull
1
stock dividends. No common stOckholder
| shall have the right to sell any OF the
shares held by him, without first Offering
the same in wrltIngf TO r taf rSrp "nd the
| said Board shall have the privilege Oh pur'
| chasing said shares within thirty days
| thereafter, for cash, at their DoOk value
| according to the inventory last lhaue.
! ARTICLE V.-The corporate powers OF
| this corporation snail be vested III ana eA-
/ q
OF not less than three ana not more than
nve common stockholders, two Oh whoh
, | snail constitute quorum for the transac'
. | ton OF business, should there be three oi
| less directors and three of whom shall
| constitute II quorum for the transaction Ol
. business. should there be more than three
Directors. The Directors may vote III per
: | son or by written or telegraphlc proxy, Il
? any ana all meetings OF the Board Oh III
rectors. The Board may delegate any o
its powers to any othcer or oncers "
4 | other representatives of the corporation u!
| approprlate resolution to that effect. Ih
, | Board OF Directors shall have power u
borrow money through any officer or rep
resentative designated by IL 10 issue am
execute notes, bonds and mortgages ant
/ to secure the same i'll any way that III may
in its discretion, determine, ana generali!
> 20 do and perform all acts necessary ah'
/, proper in the administration or the affair
of the business of the corporation. N
4 Board shall have power to issue STOCK o
i this corporation in exchange for property
| U
+ chase or otherwise acquire, cancel. hold o
r reissue, as in its discretion 1t may de
e | termine, stock of this corporation In
J. | Board shall likewise have power, II au
= | thorized by a vote of not less than ma
: | jority of the Directors, as said Boar
: is then constituted, to sell, lease or eX
I change the entire property ana assets 0
= the corporation, to any corporation, nri
( or person, under the laws of this or an.
s other State, or to transfer the properties
Q or part thereof, for purposes OF enectlhl
4 a Fl-nr
J. or to sell any part of the assets OF the cor
t poration, or all of them; to give In eA
f change tor any property or properties, o
l. | for services or labor, the stock OF TINS col
r poration. Nothing herein. shall be con
; strued as limiting the general powers Q
= the Board in the administration OF til
y business of the corporation, except as ma una
a be herein specifically provided. The ON
l. GERS of the corporation shall be fresl
|, | dent, q Vice President. a Secretary ana
4 Treasurer, but the Board of Directors may
a by appropriate resolution, combine tn
q Offices of Secretary and Treasurer ana sep
IS arate them and combine them again, froI
: time to time as in its discretion 1t ma
: | determine The Board may designate
! Secretary or Treasurer, or both, who
/ not a stakeholder of the corporation In
"a | Board Of Directors shall be elected annua
s ly by the common srockhoiders, at NEE
= ing neld on the second Wednesday OF Jan
a uary, beginning with January, III. nc
:, tice of such meeting shall be given nftee
days prior to the date of the meeting, sci
to each stakeholder, at his last known &C
Is dress The Board of Directors may chang
l. the date of such meeting by giving tftee
% days notice in the manner above pro
v vided. Notice of any and all meetings ma
,r be waived. Each common st0ckhoidt
-e shall, at an annual meeting, or other NEE
l. ing, general or special, be entitled, in PEE
o son. or by written or Geographic proxy, I
"a one vote for each share of common stoc
n owned by him; and each preferred stool
q ! holder shall be entitled, in person or b
y | proxy, as above mentioned, TO one Vo'
- | for each share of preferred stock owne
! by him, upon questions involving the liqu
= dation or dissolution of the corporation
n | and the increase or decrease of Its capt;
a | stock, and not otherwise. The electro
~ | shall be held under such rules and regul;
| lions as may from time to time be dete
~ ! mined by the Board of Directors. IN
N | Directors, when elected, shall hold ono
?, for one year, until their successors sha
. have been elected and qualified, and failul
!, to hold the annual meeting of the stoci
~ holders, or to elect, annually. the Dlre'
- tors, shall not operate the forfeiture
a. this charter or any rights Hereunder. An
: vacancies occurring in the Board OF ID
nc rectors shall be filled by a majority vO
of the stockholders at special meetin
called for that purpose. which meetll
M | shall be Immediately called should Il
r holders of the majority of the stock
q | request. The power to fill vacancies ma
n | from time to time be vested in the Boar
p. of Directors by the stockholders and d
o vested again at annual or special NEE
ings.
ARTICLE VI.-This charter may
n modified, altered or amended by and wit