The herald., 1922-08-10
CHARTER.
AMENDMENT TO HARTEF; OF PELI-
CAN COLD STORAGE - WARE
HOUSING COMPANY LTD.


of the month of July, in the year OF our
Lord one thousand, nine hundred ana
twenty two, and of the independence Vi
the United States of America the one hun
dred and forty seventh, before me William
j. Guste, a notary public duly commits
stoned and qualified in and for the Parish
of Orleans, State of Louisiana, therein
residing and in the presence of the wit
nesses whose names are hereunto sub
scribed. personally came and appeared.
Chas H. Behre the president of Pelican
Cold Storage & WarehOusing Company.
Ltd. a corporation duly created and or
ganized under the laws of the State OF
Louisiana, by act before j. Marshall GUN,
tero, notary public, on the 18th day Of
February, 1904 recorded in the Mortgage
Office for the Parish of Orleans, in Book
TSl, folio 247, who declared that ut a
special meeting of the stockholders of the
Pelican Cold Storage & Warehousing
Company, Ltd, held on the 9Th day OF
July, 1922, being an adjourned meeting OF
the stockholders ad jOurned from the 10Th
day of June. 1922, at which meeting all
of the capital stock of said corporation
was represented by the owners or holders
thereof, in person or by proxy, it was I'M
anmously resolved that Articles Nv, V,
VII and VIII be amended to read as fol-
lows:
IV.-The capital stock of this corpora
ton is hereby fixed at S750.O0O, divided
into and represented by 1900 shares OF
the par value of 800 each. Said stock
shall consist of two classes, namely. Oh
Common Stock and of Preferred Stock.
Section l. There shall be issued Pre-
ferred stock to the extent OF slOO OuO dl-
vided into and represented by 1000 shares
of the par value of 500 each. This Pre-
ferred stock shall be entitled, in prefer
pnce to and in priority over the Common
Stock of this corporation, to dividend III
each year at the rate of seven per centum
Gqo) payable out of the profits of the
Company. The said stock shall be en- |
titled to no other or additional dividend
or share of the profits or earnings OF me
company, except the aforesaid 70, whlSh
said dividend shall be cumulative. No
dividend shall be paid on the Common
Stock until the aforesaid cumulative divi-
dend of 10 on the aforesaid Preferred
Stock shall have been declared and set
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
now or hereafter levied under the author
ity of the United States or of the state
of Louisiana or any political ub-dlvlslOn
thereof In the event of the liquidation or
dissolution of the corporation from what
ever cause voluntary or Involuntary, |
the holders of the Preferred Stock shall
be paid by preference, in full over the !
holders of the Common Stock, the par
value of their shares, together win any
dividends unpaid, at the rate OF 70 per
annum to the date of dissolution or liduI.
dation. No voting power shall be vested
in or exercised by the holders OF the
aforesaid Preferred Stock except as neces-
Louisiana. At any meeting. general or
special, the board of directors shall have
full and complete authority to retire the
whole or any part of the outstanding Pre-
ferred Stock upon setting aside for pay
ment to the holders of the same 800 per
share and all dividends due thereon No
tice of such meeting shall be given for
thirty days, either by publication In
daily newspaper of the city of New Or
leans once a week during said thirty
days, or, at the option of the board Of d.
Iectors, by sending written notice TO the
stockholders at the last known address
Should any of said stockholders b. I'M
willing to receive the amount due for re-
firing the stock, or should the address OF
any of the stockholders be unknown theh
the amount necessary to redeem such
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 address
of the owner of the stock, and il no ad-
dress is known, by sending IL to general
delivery, New Orleans. From and after
the time that the sum due shall be de-
as aforesaid, the same shall be at the
entire risk of the stakeholder, and all re-
sponsibility Of the company shall termi-
nate and all interest of the stockholder
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. Should
portion of the said stock only be retired,
be distributed propOrtionately among the
holders of the said Preferred Stock. aud
any fractional shares may, at the option
Of the board of directors, be retired by
retiring a share, more or less, as the d.
rectOrs may determine.
Section 2. The Common Stock of this
corporation is fixed at the sum of $6J0,OOO
divided into and represented by $500
shares of the par value of 800 each. The
Common Stock shall be entitled to all divi-
dends earned and declared by the boarc
of directors, subject only to the provi-
sions hereinabove set out with respect TO
the prior payment of dividends TO the pre-
ferred stockholders. In the event OF the
dissolution or liquidation for whatever
cause, voluntary or Involuntary, the rights
of the Common stockholders to share In
the distribution of the assets of the cor
poration shall be deferred to the rights of
the Preferred stockholders as hereinabove
provided. All voting rights and powers
of this corporation shall be vested solely |
in the Common Stock, except as otherwise |
provided by the law of the State OF Louis
lana.
In cash or property, as provided by law, |
or by an issue of stock dividends out OF
the surplus and profits accumulated and
undistributed, and In such manner and
installments as the board of directors
may determine, and such stock shall be
full paid and non assessable. The board
of directors is hereby, in its discretion,
vested with full power and authority to
Section 4. The capital stock of this cor
poration may be increased to the sum of
81. 100000 and such increase may be made
in either Preferred or Common Stock, or |
both as may be determined and in such |
amount as may be determined up to the
aforesaid sum of S1,000,0O0. All trans /
fers of stock shall be made on the books
of the company on the surrender of the
outstanding certificates, and in accordance
with such rules and regulations as may
from time to time be prescribed by the
board of directors. No stakeholder shall
have the right to sell or dispose of his
stock or pledge or cucumber the same
without first Offering it In writing, to the
other stockholders, through the board of
directors. at a price not in excess of the
book value of the stock shown by the
last preceding inventory and financial
statement of the comDany's business. The
said stockholders shall, in proportion to
their respective holdings, have thirty
days notice within which to buy said
stockand should any stakeholder not de-
sire to purchase his proportion of the
stock, then the remaining stockholders
shall be entitled to purchase the same on
the basis of the valuation stated, in pro-
portion to their respective holdings, and
should no stakeholder desire to purchase
the same. then the board of directors may |
purchase the same for account of the COM
pany. 1t is understood that all stock is
sued hereunder is issued in accordance
with and held subject to these provisions
of the charter.
V.-All the corporate powers of said
corporation shall be vested in and exer-
cised by a board of directors composed of
Ill All