The herald., 1921-03-24
CHARTER. =
AMENDMENT TO CHARTER OF lhE
ILG ELECTRIC NENTiLATlNG
COMPANY

uG ELECTRIC NENTILATING
COMPANY
United States of America, state OF Lou
i.isun. Parish of orleans, City OF New
orleans: BE il known, That On the twenty
eighth day of the month OF lrctH,p'I;
i'm the wear, one thousand, nine huiuIFu
and twenty and of the Independence OF the
United States. the one hundred ana forty
fifth. before me. Felix J. DreyfOus, noIaf!
cubic duly commits stoned anu quLilneu AZ
and for the Parish of Orleans. STATE vi
Louisiana. therein resldlns anu hare i"
presence of the witnesses herelhdIteI
named and undersigned: personally '"IiIe
and appeared Mr.. Marion NeiS' chalrinah'
and Mr. Frederick ). Neis. acting sttre
tary OF the liz Electric NtntlIainS IN IN
pany. corporation orgaUzed uhder the
laws of the state of Louisiana ny Act pe
fore Lyle Saxon, notary pupll'' on 'ae
nth day Of October 1906. recorded III
VI. q. Il. 94S +. i3l. October Il l2Uo, as
amended by act before Charles +: letCh-
niger notary public, on May $. l'll: reg
istered in VI. q. Il. 1901. /. 194. May a.
1911. a> amended by act before charles +
1916 registered in NJ. -. Il. l2Ol. L. 42t'
November 9. 1916. said corporation DtlhS
domiciled in the City of New orleans VINO
declared that by resolution ana vote
adopted and voted at special .!.sI ~.
of the stockholders of the llg Electro
Ventilating Company. held ar the oHice
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 salu
meeting of stockholders more than three'
fourths of the stockholders of record We're
present or represented. il was voted unanl-
mously TO amend and re-enact Article "
of the charter of said corporation IN the
! words and figures hereinafter set out, al
| of which appears from certined copy Oh
the minutes of said meeting hereto an
neXed
Appearers further declared that they
] were authorized and directed at sald
| meeting TO appear before me. Notary. ana
/ to execute the proper notarial act anu
/ declaration of said amendment, required
| by law for the purpose or a1ordlhg au-
| thentic reference and permanent record.
said appearers further declared that Ar
| ticle " of the charter of this company
! was by unanimous vote of ali of the stock.
| holders present at said meeting amended
| and re-enacted to yead as follows:
ARTICLE Iv.-zThe capital stock of thi:
! corporation is hereby fixed at one mil
lion dollars (s1.OOO. 100000. which may b,
| increased TO one million, one hundred
thousand (S1.100.000.00) dollars. consisting
| of ten thousand (1O.OOO) shares OF the pal
value of one hundred CS1OO.OO) dollars
each, of which
(a) -Four thousand $4,000 shares of tn
|
thousand ($4OO. 100000 dollars, shall be pre-
ferred stock and;
ID Six thousand 10000 shares of tn
aggregate par value of six hundred thous
and 5000 100000 dollars shall be common
stock.
, tel The holders of the preferred stocI
! shall be entitled to receive, and this cor
> pOratiOn shall be obligated to pay, out o
its surplus or net profits. cumulative diyi
a eh.a To of IN
; seven ca per cent per annum. payabl
! in equal semi-annual installments on tn
first days of January and July OF eac
and every year. and the same shall b
[ paidsor set apart before any dividend sha
be paid or set apart on the common stool
Should such surplus and net profits &C
/ cumulated at any dividend payment dat
. be insufficient to pay such dividend on a
e of the then issued and outstanding pre-
ferred stock, such dividend shall be pal
| without interest) out of any future SUI
Z plus and net profits. and no dividend sha
!; at any time be declared or be paid or b
. set apart on the common stock unless div
Z dends at the rate of seven ca per Ger
per annum shall have been declared an
h paid or set apart up TO that time on a
of the then issued and outstanding pr,
ferred stock from the date of its ISSUANCE
!. Cd Upon any dissolution or liquidatio
of this corporation whether voluntary q
!, Involuntary or in the event of a sa
: | whether voluntary or Involuntary OF q
: or substantially all of its assets. or upo
. any distribution of capital, there shall
u first paid to the holders of the preferre
stock then outstanding, the par Walt
. thereon, before any sum or dividend sha
'' be paid or any assets applied on the con
mon stock. After making such paymel
to the holders of the preferred stock Il
| remaining assets of this corporation sha
!. belong to the holders of the common stoc
A consolidation or merger of this-eorp0r;
ton with any other corporation or co
porations shall not be regarded as a sa
or as dissolution or liquidation of tn
corporation hereunder.
(e) The whole of the preferred stot
outstanding at the time, or any part Their
of, shall be subject to redemption al
may be redeemed and retired at any tin
out of the surplus and net profits. at Il
pleasure of the Board of Directors,
such manner as the Board of Directo
may determine, upon giving at least six
days prior notice. by mail. to the holde
of record of such preferred stock, and
paying therefor in cash the par value
such preferred stock, plus ali unpaid div
bends. accrued and accruing thereon. up
date of such redemption. and in additit
premium of $500 per share for each DIT
ferred share so redeemed, but no such r
demption shall at any time be made
erected unless all accrued dividends of 3
previous years have been paid upon Il
the preferred stock then outstanding al
so much of the current yearly PREFER,
stock dividend as Is then accruing or shS
have accrued, shall have been paid or S
apart from the surplus or net profits.
90 The right to stock dividends al
the right to subscribe for any addition
issue of common stock is vested exclusiy
ly in the holders of the common stock.
the exclusion of the holders of the pl
ferred stock.
(g) All dividends declared after {
payment of the seven C) per cent cumul