The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-29
CHARTER.


the General Corporation Act of 1914.
ARTICLE III The domiciIe of this
corporation shall be IN the city OF Ne"
orleans. Parish of Orleans. state OF Lou
isiand. and al citations ana other fEa'
process shall be served upon the prrsl-
dent OF this corporation, or. in case or ms
absence, upon the vice president Or III
case OF absence of both of these officers,
upon the secretary treasurer.
ARTICLE IV-Thc capital stock of this
corporation is hereby declared % lee Fh-
" Thousand Dollars $50 OOu.Oot. when
NAV be increased from time to time, in
the manner provided 10y law, u One NIL.
lion Dollars tSl,UO0OOO ool. asv part OF
which increase may be preferred stock
as hereinafter provided.
said capital stock of Fifty Thousand
| Dollars t>50OO0Go is divided into hy"
hundred shares tjOOD of one Hundred Dol
/ lars tSlUO.OOl each. which said common
| stock shall have a voting power OF one
40 vote for each share of stock. when
vote may be- east by the stakeholder in
| person or 10y proxy, at all general clc'-
tion> or meetings OF the stockholders, anu
the aforesaid proxy need not be a STOCK.
holder OF the corporation. said caplt"f
| stock i to- be paid for in the manner
provided 10y law.
In the event of an increase Of the capi,
tai stock of this corporation as herein
provided. it shall be first offered to the
. Stockholders of TIA" company in the pro
/ shown by the books of the company. aud
| should any stakeholder refuse or fail To
- purchase the stock allotted 10 him, II shaIl
/ be offered 20 the remaining stockholders
d in proportion t. their ownership Of stock,
aud this process shall hc continued unti
All the stock is sold. II the stockholders
!, fail or refuse Io purchas" the stock, II
: shall be- sold to other persons.
\, Preferred stock, when issued, shall not
exceed ten per cent bo'rb cumulative
: dividends payable semi annually ON such
= dates as may be- determined 10y the Board
. | of Directors. ont of any aud all surplus
! or net profits before any dividends SHAH
be- declared. set apart for or paid upon
the common stock. Said dividends on the
& preferred stock shall be cumulative, so
that il the corporation shall fail in any
y fiscal year to pay such dividends ON all
of the issued and outstanding preferred
stock, such deficiency in the dividends
3, shall be fully paid with interest not to
exceed eight per cent tN'Cl before any
dividend shall be declared, set apart 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
Y profits of the corporation. Preferred
stock may be- retired by lot nj any divi-
dend period out of the earnings OF the
u company at One Hundred Five Dollars
W (SlO5.0O) per share, plus acculumated div
tn idendS and interest thereon.
he In the event Of the dissolution or hqui-
IL dation Of the corporation, or the sale OF
II all of it's assets. whether voluntary or IN
ia | voluntary, or in the event OF its 1nsol-
re vency or any distribution of its capital
ly there shall he paid to the holders OF the
or preferred stock the par value thereof, TO-
d wit: One Hundred Dollars (Sl0OOO) per
rs share, and the amount of all unpaid ac
r. crucd dividends and interest thereon, De
rs fore any sum shall be paid or any assets
bo distributed among the holders of ths
he common stock; and after the payment u
n the holders of the preferred stock Of it,
all par value and the unpaid accrued divi
OF dendS, with interest. thereon the remain
he ing assets and funds of the corporation
hy shall he divided among and paid to th'
'T holders of the common stock according u
III their respective shares.
n The Board of Directors In their diScre
rs ton out of the earnings or surplus maI
ne declare and pay dividends on the common
ss stock concurrently with dividends on tn
ny preferred stock for any dividend perio'
OF of any fiscal year. provided that all &c
- cumulated dividends and interest on tn
preferred stock for all previous hsca
his years, as we'll the current dividend
uh thereon. shall have been paid in full.
on All outstanding common stock shall b
I9) entitled to one On vote. either in perso
or by proxy, at all meetings of the stock
SEES holders the preferred stock not being en-
are titled to any vote.
No stakeholder shall have the right I
-, sell his stock until he first offers th
same. through the secretary of the con
icL pany, to the other stockholders OF IN
her company in the manner provided herei
a. | for the sale of increased stock for a perio
III | of thirty 800 DAYS at its book value
no shown by the last trial balance OF q
it, company.
49, ARTICLE V-The powers of this co
rad | poration shall be vested in and exercise
an. | by board of five (5l directors three I;
M, of whom shall constitute a quorum III
inc right is hereby given to and vested in u
in, Board of Directors to any time increas
-; or decrease their aumher, provided Thu
lat iunp hal no
aI CD or more than nine 90 directors.
S majority of the Board of Directors sha
e. at all times constitute a quorum for q
o., transaction of business.
nv The following persons shall constitu
ing the first Board of Directors: Fred
nts Samen. Leroy T. Miles. Homer q. Fri
her chic, Albert Salmen and Fritz Salmen.
Zee All directors shall be entitled to OF
es- Cd vote. either in person or by proX
or but the proxy must be "A stakeholder.
isl In the event of death, resignation,
ISL otherwise of any directors, the remainin
ing directors shall elect successors for a
", uneXpired term.
rS The officers of this corporation shall
~ q president, vice president and a seer
sis' tary- treasurer. rhe right Is hereby give
Gu to and vested In the Board of Director
sen at any time In their discretion to divOr'
To- the offices of secretary and treasurer an
r., constitute different persons as secretar
y, and treasurer; the right is also hereb
res given to and vested in the Board Of ID
III rectors at their discretion to combine an
ros two Offices or to divorce them at the
-, pleasure, or to create additional offic'
- and thereafter destroy them.
~ Fred W. Salmen shall be first pres
ia dent, Leroy Il. Miles shall be first vic
II president and Homer G. Fritchie shall
md the first secretary treasurer.
all The Board of Directors and Office
of aforesaid shall continue in ONCE until q
mi second Tuesday in the month Of Marc
heir A. D., 1923 on which date and annual
seu thereafter their successors shall be electe
and unless said date shall be a holiday,
and | which event the election shall be held
non | the next legal date thereafter.
,har Failure to hold an election on the d.
ond | specified shall not dissolve the corpor
or ton, but the directors shall hold the
nor respective Offices until election shf
atas be held after thirty days written noti
ron Of the time and place thereof mailed
vol each stakeholder of record AT his Ia
and known address.
yota ARTICLE VI-The name and postoffi
nro addresses Of the subscribers to these
nave ticles of incorporation and the stateme
ties Of the number of shares which each h
and agreed to take are as follows:
any Fred W. Salmen. New Orleans, La,
nav | shares.
ness Leroy T. Miles. Slidell La. 125 shar
n or iOmer ". ffltChlt SiideIi' Id, sna
onsl Albert Salmen Slidell La l24 shar
the Fritz Salmen, Slidell. La. l25 shar