The herald. [volume] (New Orleans, La.) 1905-1953, 1921-01-27
CHARTER

| shares, together WITH all 1t ~
| rate of 1&o per annum 1Ion date All
| dividends payable hereunder TO preferred
| stockholders shall be payable without ue-
| Quoting tor any tax or taxes uhuer any
| present or future laws OF the United states
| or of the State OF LOUISIANA Inc Dodru
! OF Directors shall have authority, Dy MA
1 Jority vote, 10 retire the prelerreu s'oth'
I or any part thereon, at any time, alter XIV
ing thirty day notice OF Its Intention SO
, to do to the holders of preferred slOck, pS
| senuing such notice by registered man 10
| preferred stockholders last known al
| dresses anu upon paying 10 the hoIuers oi
| said preferred stock, par ana all uhpdlu
| ana que dividends. should such holueTS
| be unknown, or should such hOlutrs ldIi
| or refuse to receive payment, then the cor
| poration may deposit the amount que IN
any bank i'll the City Of New Orleans, ahI
| upOn notice to the holders, Dy Registered
mail of such deposit, at last known au-
dress of such holders, or, II no address 10
known, at General Delivery, New orleans
Postofiice, all obligations of the company
| shall cease and the Company shall be en-
| titled To demand the return OF the tertln-
| Gates OF preferred stock ana 10 ftBdru inc
| holder thereof as no longer the hOiuer 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 Oh the pre-
| irrrrd stock All voting powers Of this
. | CORPORATION shall be vested III ana eAer-
| ciSed BY the common stockholders eNciu-
, | sIvely, and in all elections OF directors anu
| otherwise, the holders OF preferred StoTh
; | shall have voting power or FlSht. III
| the event of liquidation or dissolution OF
| the corporation and i'll the Increase or De
, | crease OF its capital stock, and under such
circumstances only, the owners OF the pre-
: terred stock shall have the same voting
; power ami rights as the holders Oh tn n
- common stock. This corporation shall
; | commence business and be going concern
as soon as $l,3OO,OOO.OO OF its capital STOCK
snail have been subscribed. Inc capitai
stock of this corporation may be Increased
| To the sum of 81 ,UUO,UUO.OO by increasing
I either preferred or common stock' or DON,
. provided holders OF twO-thlrds OF stoch
a of the corporation SO determine, at spe-
| ,ial meeting called for that purpose OF NJ
e a regular annual meeting OF the corpora
! | zion During the time preceding such
= | meeting to increase the capital STOCK, the
| stockholders shall have the privilege Oh
taking additional shares i'll the proportion
| which the shares held by them bear 10 the
| capital stock of the corporation prior ~
| such increase, and any such shares not
| taken ut that time may be disposed OF by
| the directors III their unrestricted ulscre'
| ton for the benefit of the corporation, AT
| not less than their par value. All stock
| shall be paid for either i'll cash, III prop
| erty conveyed to the company, or Tor serN-
, | ices rendered, as provided by law OF p9
> | issue OF stock dividend out of the surplus
y | and profits accumulated and undlstrlDuteu
! | and in such manner and instruments ~
. | the Board of Directors may determine, ana
Il such stock shall be full paid and non
/ | assessable. The Board of Directors
| hereby, in its discretion, vested win lul
power and authority to declare anH lISa,
1
| shall have the right to sell any OF th'
shares held by him, without first onerlnt
the same, in writing, to the Corporation on
- | said Board shall have the privilege OF pur
n chasing said shares within thirty day
thereafter, for cash, at their DoOk falue
| according to the inventory last MADE
ARTICLE y.-The corporate powers o
J. this corporation shall be vested in ana ex
r | ercised by Board of Directors composed
IN | of not less than three ana not more thal
he nye common stockholders, two ot WHOM
re shall constitute quorum for the transac
e, | ton of business, SnOuld there De three
nj less directors, and three of whom shal
s. constitute a quorum Tor the transaction o
ce | business, should there be more than thre
nd | Directors. The Directors may vote IN per
n | son or by written or Geographic proxy, q
Of any and all meetings of the Board OF III
- rectors. The Board may delegate any Q
a its powers to any officer or ofhcers o
III other representative Of the corporation D
iv appropriate resolution to that elect In
"a Board of Directors shall have power |
GU borrow money through any officer or req
:; resentative designated by II to Issue an
~. execute notes, bonds and mortgages an
to secure the same in any way that II ma;
~ in its discretion, determine, ana generai u
- TO do and perform all acts necessary an
W, | proper in the administration or the anali
VI VI of the business of the corporation III
On Board shall have power to issue STOCK
ru this corporation in exchange for propert.
as services or labor performed, and 10 pu
IS chase or otherwise acquire, cancel hold
er reissue, as in its discretion 1t may q, az
Ice | termine, stock of this corporation. III
~, board shall likewise have power, II AZ
d. thorized by a vote of not less than a m;
10 jority of the Directors, as said Boar
ID is then constituted, to sell, lease or e.
OF change the entire property ana assets
Ip- the corporation, to any corporation, nj
OF or person, under the laws OF TINS or an
us other State, or to transfer the properle
he or part thereof, for purposes OF enectlI
ay consolidation, merger, re-organizato
gu or to sell any part OF the assets OF the co
II oil Of n
of change for any property or properties,
on for services or labor, the stock OF this co
or poration. Nothing herein shall be CO.
ur- strued as limiting the general powers
RS the Board In the administration OF u
sly business of the corporation, except as m,
the be herein specifically provided. The OF
on. GERS of the corporation shall be Pres
on | dent Vice President, a Secretary and
SET Treasurer, but the Board of Directors ma
aid by appropriate resolution, comDine
to | Offices of Secretary and TREASURER ana Sc
has | arate them and combine them again, fro
nt time to time, as in its discretion 1t mi
In determine. The Board may designate
o. | Secretary or Treasurer, or BOTH who
In. not a stakeholder of the corporation. i
~ ! Board of Directors shall be elected annu'
~ | Iy by the common stockholders, at a me'
ur. ing held on the second Wednesday iyo Oh "a
~ | tice of such meeting shall be given mite
'" days prior to the date of the meeting, Sc
to each stakeholder at his last known a
his dress. The Board of Directors may chan
I'M | the date of such meeting by giving nfte
ate days notice in the manner above pr
.ity yiaed. Notice of any and alb meetings III
for be waived Each common stockhold
ate shall Mt an annual meeting, or other met
da- ing, general or special, be entitled, in ~
To son, or by written or Geographic proxy,
aEaI one vote for each share of common sto
md | owned by him; and each preferred stoc
i've holder shall be entitled, in person or
,ay | proxy as above mentioned, to one W
,ar' for each share of preferred stock own
aoi by him. upon questions involving the llq
80 | dation or dissolution of the corporate
70 | and the increase or decrease OF Its capi
80 stock, and not otherwise. The electi
~ | shall be held under such rules and regu
@ | tions as may from time to time be det
~ ! mined by the Board of Directors. i
tne Directors, when elected, shall hold on
eis, for one year, or until their successors sh
less have been elected and qualified. and fam
yer; to hold the annual meeting of the sto'
anu holders or to elect annually, the DIR
as tors, shall not operate the forfeiture
Ihu' this charter or any rights hereunder. A
~ vacancies occurring in the Board Oh !
the rectOrs shall be filed by majority V.
COT of the stockholders at special meeti
| called for that purpose. which meet
be | shall be Immediately called. should
BAR holders of the majority Of the stock
ma | request. The power to fill vacancies III
cor. of Directors by the stockholders and
nee vested again at annual or special me
ings.
| ARTICLE VI.-This charter may
,ua | modified, altered or amended by and W
! an IN the consent of two thirds of all the ST.
80 | present or represented at any meeti