The herald., 1921-03-10
CHARTER.
AMENDMENT TO CHARTER OF THE
ILG ELECTRIC NENTILATING
COMPANY

United States of America, State of Lou
| iSiana, Parish of Orleans, City Of New
Orleans; BE it known, That on the twenty
| eighth day of the month of December,
in the year, one thousand. nine hundred
and twenty and of the independence OF the
United States, the one hundred and forty
| fifth before me, Felix J. Dreyfous. notary
public. duly commissioned and qualihed IN
and for the Parish of Orleans. State of
Louisiana, therein residing and in the
presence of the witnesses hereinafter
named and undersigned; personally came
and appeared Mr.. Marion Weis, chairman,
and Mr.. Frederick 5. Weis. acting secre-
tary of the Ilg Electric Ventilating Com
pany, corporation organized unser the
laws of the State of Louisiana by Act be-
fore Lyle Saxon, notary public, on the
18th day of October. 1906, recorded in
NJ. o. b. 94S. F. 131. October l., 1905. as
amended by act before Charles +. Fetch
niger. notary public. on May 3, 1911; reg
istered in NJ. q. Il. 1901, +. 59i. May I,
1911 as amended by act before Charles +.
Fletchinger. notary public. November 5.
1915. registered in NJ. .. Il. 1901. +. 42I,
November o. 1916, said corporation being
declared that by a resolution and vote
adopted and voted at a special meeting
of the stockholders of the llg Electric
Ventilating Company. held at the office
of the company in New Orleans, Louis
lana. on the twenty eighth day of De
cember. 1920, held by consent of all of the
stockholders of said corporation and upon
waiver of notice of time and place of said
meeting of stockholders more than three.
fOurths of the stockholders of record We're
present or represented il was voted unani-
mously to amend and re-enact Article "
of the charter of said corporation in the
words and figures hereinafter set out. all
of which appears from q certified copy of
the minutes of said meeting hereto an
neXed.
Appearers further declared that they
were authorized and directed at said
meeting to appear before me. Notary and
to execute the proper nOtarial act and
declaration of said amendment, required
by law for the purpose of affOrding au-
thentic reference and permanent record.
Said appearers further declared that Ar
ticle " of the charter of this company
was by unanimous vote of all of the stock
holders present at said meeting amended
and re-enacted to read as follows:
ARTICLE Iv.-The capital stock of this
corporation is hereby fixed at one mil
lion dollars Isl 900. 900. OOl, which may be
increased to one million. one hundred
| thousand (S1100.0o00O) dollars. consisting
of ten thousand 100000 shares of the par
value of one hundred (Sl00O0) dollars
| each. of which
(a) Four thousand $4,000 shares of the
aggregate par value of four hundred
thousand (S40000000) dollars, shall be pre-
ferred stock and;
|
| aggregate par value of six hundred thOus-
| and ($6O0O0o.00) dollars shall be common
| stock.
(c) The holders of the preferred stock
shall be entitled to receive, and this cor
| pOration shall be obligated to pay out of
| its surplus or net profits cumulative divi-
bends at the rate Of but not exceeding
seven % per cent per annum. payable
in equal semi-annual installments on the
hrst days OF January and July of each
| and every year, and the same shall be
| paid or set apart before any dividend shall
| be paid or set apart on the common stock
| Should such surplus and net profits ac-
cumulated at any dividend payment date
be insufficient to pay such dividend on all
| OF the then issued and outstanding pre-
ferred stock, such dividend shall be paid
| WITHOUT interest) out of any future sur
plus and net profits. and no dividend shall
| at any time be declared or be paid or be
set apart on the common stock unless diyi-
dends at the rate of seven ca per cent
per annum shall have been declared and
| paid or set apart up to that time on all
or the then issued and outstanding pre-
1erred stock from the date of its issuance
I'D Upon any dissolution or liquidation
OF this corporation whether voluntary or
| Involuntary or in the event of a sale
whether voluntary or Involuntary of all
! or substantially all of its assets, or upon
any distribution of capital, there shall be
| first paid to the holders of the preferred
stock then outstanding, the par value
thereon, before any sum or dividend shall
be paid or any assets applied on the COM
| mon stock. After making such payment
TO the holders of the preferred stock the
remaining assets of this corporation shall
belong to the holders of the common stock
A consultation or merger of this CORPORA
ton with any other corporation or cor
porations shall not be regarded as a sale
\ or as dissolution or liquidation of this
corporation hereunder.
(e) The whole of the preferred STOCK
outstanding at the time or any part there
OF, shall be subject TO redemption and
may be redeemed and retired at any time
out or the surplus and net profits> at the
pleasure of the Board of Directors. in
such manner as the Board of Directors
may determine. upon giving at least sixty
Gays prior notice, by mail, TO the holders
OF record of such preferred stock and by
paying therefor in cash the par value of
such preferred stock, plus all unpaid diyi-
bends, accrued and accruing thereon up TO
date OF such redemption, and in addition
premium Of $500 per share for each pre-
terred share so redeemed, but no such re-
| demption shall at any time be made or
effected unless all accrued dividends of ali
previous years have been paid upon the
the preferred stock then outstanding and
SO much or the current yearly preferred
stock dividend as is then aceruing or shall
nave accrued. shall have been paid or SET
apart from the surplus or net profits.
~ The right to stock dividends and
the right to subscribe for any additional
issue OF common stock is vested exclusive
~ In the holders of the common stock To
the exclusion Of the holders of the pre-
ferred stock.
tg) All dividends declared after the
payment OF the seven "a per cent cumula-