The herald., 1922-08-03
CHARTER.
TO HARTER OF PELi-
CAN COLD STORAGE WARE
uoUsING COMPANY. LTD.


United States of America. State Of Louis
lana, Parish of Orleans, City of New Or
leans, BE ii known, That on TINS lJth Jay
of the month Of July, in the year OF our
Lord one thousand, nine hundred ana
twenty-two and of the Independence OF
the United States of America the one hun
dred and forty seventh, before me william
j. Guste, a notary pubic duly comlhls-
stoned and qualified in and for the Parish
of Orleans, State of Louisiana, therein
residing, and in the presence of the VIII
nesses whose names are hereunto SUD
scribed, personally came and appeared.
Chas. H. Behre the president of Pelican
Cold Storage & Warehousing Company,
Ltd. corporation duly created and or
ganized under the laws of the State Oh
Louisiana, by act before j. Marshall GUN
tero. notary public, on the 18th day oil
February, 1904 recorded in the Mortgage
Office for the Parish Of Orleans, in BOOK
ISL. folio PAT, who declared that at a
special meeting of the stockholders of the
Pelican Cold Storage Warehouslng
Company, Ltd. held on the 9th day OF
July, 1922, being an adjourned meeting Oh
the stockholders adjourned from the Zo'm
day of June 1922, at which meeting al
of the capital stock of said corporation
was represented by the owners or holders
thereof in person or by proxy IL was w
animOusly resolved that Articles w. v
VII and VIII be amended to read as FOL
lows:
Iv.-The capital stock of this corpora,
ton Is hereby fixed at SI5O.OOO, ulNlueI
into and represented ny Low Sh.'AN'
the par value Of 800 each. Said stock
shall consist of two classes, namely, oil
Common Stock and of Preferred stock.
Section 1. There shall be lSsued o. IT re
ferred stock to the extent Of 500 goo di-
yided into and represented by 1000 shares
of the par value of 500 each. This IRE
ferred stock shall be entitled. in prefer
ence to and in priority over tnG ITm,ti in
each wear at the rate of seven per centuh
(7cs) payable out of the profits OF the
Company The said stock shall be en-,
titled to no other or additional uNluenu
or share of the profits or earnings of the
company, except the aforesaid 1fo, whlch
said dividend shall be cumulative NO
dividend shall be paid on the Son, iI'i
Stock until the aforesaid cumulative dlvl,
dend of 10 on the aforesaid Preferreu
Stock shall have been declared ana ser
aside for payment to the preferred STOCK
holders The dividends due on the pre-
ferred stock hereunder shall be paid by the
company without deduction for any tax
cow or hereafter levied under the auSnoI
ity of the United States or OF tne Sta.e
Of Louisiana or any political sub division
thereof In the event of the liquidation OF
dissolution of the corporation from what
ever cause voluntary or lnyoluntaLhi;
the holders of the Preferred Stock small
no maid by preference, in full over the
boIders of the Common Stock, the par
value of their shares. together Win any
dividends unpaid, at the rate OF 20 per
annum to the date Of dissolution OF Iuul
dation No voting power shall be vested
in or exercised by the holders of the
aforesaid Preferred Stock except as neces-
STATED under the laws OF the Sua.e or or
special the board Of directors shail nave
full and complete authority TO retire lue
whole or any part of the outstanding IRE
ferred Stock upon setting aside 1of pay
mont to the holders of the same 500 per
share and all dividends due thereon. no
tice of such meeting shall be given loI
thirty days, either by publicatiSn IN u
If n
leans once a week during said thiIty
DAYS, or, at the option of the board OF o.
rectors by sending written notice 70 Tue
stockholders at the last known a ~, nm
willing to receive the amount due Tor re
firing the stock, or should the ADDRESS Oh
any of the stockholders be unknown theh
the amount necessary to redeem sucn
stock shall be deposited in any bank or
trust company in the city of New Orleans
and notice thereof shall be sent by re-
gistered mail to the last known audresJf
Of the owner Of the stock, and III no al
dress is known. by sending IL TO geYIay
delivery New Orleans. From ana V.e9
the time that the sum due snail Dexdet
positpd with the bank or trust compwyy
rs aforesaid. the same shall be at the
entire risk Of the stakeholder, and alNre
sponsibility of the company shall te.ml-
nate and all interest OF the stoekno,ue ~
shall cease and all rights and claims OF
any kind or character against the COM
pany arising out Of the holding or owner
ship of said shares shall cease. Shouid
portion Of the said stock only De le' iEaii
be distributed propOrtionately among the
holders of the said Preferred STOCK. anu
any fractional shares may, at the optt On
of the board Of directors, be retired py
retiring a share more or less, as the d.
rectors NAV determine. Art,
section Q The Common Stock of this
corporation Is fixed at the sum OF sooog o00
divided into and represented by oToo
shares of the par value Of 800 each: Inc
Common Stock shall be entitled to all dlvl,
dends earned and declared by the boarc
S;ons bereinaboye set out with respect to
the prior payment Of dividends 10 the pre
ferred stockholders. In the event OIL the
dissolution or liquidation Tor Mnat eh.r
OF the Common stockholders to share IN
the distribution Of the assets or the cor.
poration shall be deferred to the rights OF
the Preferred stoSk n tis,t as and bowers
of this corporation shall be vested soIely
in the Common Stock, except as otnerwise
provided by the law Of the State OF Louis
Section 3. All stock shall be paid fol
in cash or property, as provided by law
or by an issue of stock DIVIDENDS out ol
the surplus and prohts aScumu anner a ann
installments as the board OF directors
may determine, and such stock shall o,
full paid and worcestershire. Inc ooaI.
of directors Is hereby, in its d1scretioh
vested with full power and authority t.
issue stock dividends.
Section A. The capital stock of this cor
marathon NAV be increased to the sum o
n OO0 600 and such increase may be mace
in either Preferred or Common STOCK, "
both as may be determined ana IN SUI
amount as may be determined up 10 tn'
aforesaid sum of $1,0OO,OO0. All trans
fers of stock shall be made on the Dooks
Of the company on the surrender OF tn'
outstanding certificates, and In accoruahcs
with such rules and regulations as ma.
from time to time be prescribed by tht
board of directors No stockholder snal
have the right to sell or dispose Oh his
stock or pledge or cucumber the same
without first offering 1t In writing, TO tns
other stockholders, through the board oil
directors, at n price not in excess or tht
book value of the stock as shown by the
last preceding inventory and hnancla
statement of the company's business: Tht
said stockholders shall, in proportion u
their respective holdings, have thirty
days notice within which to buy SAID
stock, and should any stakeholder not de
sire to purchase his proportion OF tn
stock, then the remaining stockholder'
shall be entitled to purchase the same OF
the basis Of the valuation stated. in pro
portion to their respective holdings, ant
should no stakeholder desire to purcha5
the same. then the board of directors ma!
pany 1t Is understood that all stock Is
sued hereunder is issued in accordane
with and held subject to these provision
of the charter.
v-All the corporate powers of sal
haI ha vested in and pXer