The herald., 1922-11-23

I. the undersigned. Recorder of
Mortgages in and for the Parish OF
Orleans. State of Louisiana. hereby
certify that the above and foregoing
Products Co, Inc. was this day re-
corded in my office. in Book 1879
folio -. New Orleans, La, October
(signed) ROBERT SCOTT.
by. r.
! hereby certify the above and fore
going to be true and correct copy
of the original Act of Incorporation
now on file and of record in my office
AS witness my hand and notarial seal
at New Orleans, La. this 18th day OF
October. 1922.
CHAS. F. FLETCHINGER,
oct19-nov23 Notary Public.
CHARTER FREEMAN-BARLow INC
State of Louisiana, Parish of Or
leans, City of New Orleans. Be II
known. That on this 2sth day of the
month of September. in the year nine.
teen hundred twenty-five. and of the
Independence of the United States the
one hundred and forty-Seventh, Before
me, Herbert W. Kaiser a notary pub
lie: in and for the Parish of Orleans
fled. and in the presence of the wit.
nesses hereinafter named and under
signed. personally came and appeared
the several parties whose names are
hereunto subscribed. who severally de-
clared that availing themselves of the
laws of the State of Louisiana in such
cases made and provided, they have
covenanted and agreed, and do, by
these presents, covenant and agree and
bind themselves. as we'll as all other
persons who may hereafter become as
ISOLATED with them. to form a corpor-
alton and body polite in law for the
objects and purposes and under the ar
ucles and stipulations following, to-
wit:
ARTICLE 1.-The name of this cor.
poration shall be REORGANIZATION
INC, and under its said corporate name
IL shall have power and authority To
enjoy corporate existence and success
sion for the full term of ninety-nine
years, from and after the date hereof
to contract sue and be sued, to make
and use a corporate seal. and to alter
and break the same at pleasure; to &C
quire by grant. gift or otherwise hold
receive, hypothecate, convey, sell. lease
pledge. mortgage and dispose of prop
erty, real, personal and mixed; to is
sue negotiable bonds and notes, or
other evidences of debt; to name and
appoint such managers, agents direc-
tors and officers as it's business inter-
ests and conveniences may require: to
make and establish as we'll as to alter
N'AN iiOii tililc u time, SuCn DN-
laws. rules and regulations for the
proper management of the affairs of
this corporation. as the same may be
necessary and proper; said corporation
shall have further power to acquire
sell and dispose of the capital stock i'm
other corporations. and further enjoy
and exercise all the rights and priv
lleges and grants under the laws of this
state, and more particularly under Act
ZSI OF the Louisiana Legislature of
ARTICLE 1.-THE objects and DUR
poses for which this corporation is or
ganized and the nature of the business
TO be carried on by it, are hereby de-
CARED to be: To conduct and carry on
the business of electrical machinery
ton. gas and steam, as we'll as to
transact general business in any
commodities and any other business
Incidental thereto or connected there
with.
ARTICLE III-The capital stock of
sum of fifty-five thousand dollars
s5:0o0.oo). of the par value of one
hundred dollars ($10000) per share. TO
be- divided into thirty-five thousand
dollars dollars 0S5.ooo.ool preferred and
common stock; said capital stock may
be increased to five hundred thousand
dollars ($500. 100000; which said capt.
tai shall be payable at such time and
in such fnstallments and under such
may determine. This corporation shall
be a going concern and authorized to
do business as soon as fifty per cent
OF its authorized capital shall be sub
scribed for. and at least fifty per cent
OF Its authorized capital shall be paid
for. Both the common ana the pre-
1erred stock of this corporation shall
only be issued for cash, or for services
rendered. merchandise, property, or
other valuable considerations. enuring
exclusive judgment and findings of the
Board OF Directors thereof.
ARTICLE Iv.-The other conditions,
limitations and provisions under which
the preferred stock shall be issued are
hereafter enumerated: The holders of
preferred stock shall be entitled to re-
ceive out of the net profits Of the cor
poration a fixed dividend Of per cent
per annum. payable annually, to-wit:
on the 18th day of October Of each
and every year. commencing with the
18TH day of October. 1923, before any
Tor the common stock for the period
heretofore elapsed. The principal OF
par value Of said preferred stock, with
cumulative dividends thereon at per
cent per annum from date dividend
should have been paid, and arrears OF
interest on such dividends as herein.
after fixed, shall be paid in full out
OF the assets of the company in prefer
ence to any of the common stock, in the
event Of liquidation OF this company
button can be made Of the capital
among the holders of common stock
The dividends upon the preferred stock
are to be cumulative and bear SO per
annum interest from their maturity
date. as herein provided, compounded
annually, so that IL for any ueriod oY
periods. the said dividends are NOT
paid. the right thereto shall cumulate
against the common stock; and all ar.
rears of such dividends so cumulated
and interest thereon, as herein pro.
vided. must be paid before dividends
can De paid on the common stock. The
preferred stock shall not be entitled
however, to participate in any other
earnings, dividends or profits. The
right of the holders of preferred stock
TO be credited with dividends shall COM
mence from the date Of actual pay.
ment OF such stock.
The Board of Directors shall have
the right and option of retiring the
preferred stock. in whole or in part
at any time and from time to time
after five years from the date of this
charter. at the price of one hundred
and ten dollars ($110.00) per share in
ADDITION to the cumulated dividends
and interest thereon, II any, as here
inabote provided for. Such retirement
snall De at the option of the Board of
payment out Of the surplus funds; and
In no case shall such preferred stock
be retired under circumstances as
would produce an impairment of the
capital stock OF this corporation, the
outstanding common stock to be then
ment or redeunuffou ~ v,raFor~.S .tccl,