The herald., 1922-01-05
CHARTER.

of the State of Louisiana upoa corpora
| tions organized under the provisions of
the General Corporation Act OF 1914
| ARTICLE III The domici.s Of this
| corporation shall be in the tlry Of New
Orleans. Parish of Orleans, STATE OF Lou
| iSiana, and all citations and other legal
process shall b" served upon The prcSi-
/ dent of this corporation. or, in case of his
| absence, upon the vice president. or. in
| case of absence Of both Of th'~- officers,
upon the secretary treasurer
| ARTICLE IN-The capital stock Of this
| corporation is hereby declared 70 o." Fiji
! ~ Thousand Dollars $50 10000. which
may he increased from time 70 time, in
| the manner provided by law. 10 Onr Nil
! lion Dollars $1,000 GOO OO). az part ot
| which increase may Ice preferred stock
! as hereinafter provided.
! said capital stock of Fifty Thousand
| Dollars tSJNOO0OOD is divided into nv,
hundred shares (JOO) Of One Hundred Dol
| lars ,SlOOOOD each which said common
| stock shall have voting power IF one
/ ~ vote for each share of stock. which
vote may he east by the s,oraLo,irr in
! person or by proxy. at all ger raj elrc-
| tons OF meetings of the stockholders and
| the aforesaid proxy need not be- q stock
holder of the corporation. Saii capital
! stock is to b" paid for in the 1anncr
| provided by law.
In the event OF an increase of III CAPT.
| tai stock of this corporation is herein
provided. il shall be first offered TO Ia,
stockholders az the company in the pro-
portion to their ownership Of stock as
shown by the books of the company. and
| should any stakeholder refuse OF fail To
purchase the stock allotted to him. il shall
be offered to the remaining stockholders
in proportion to their ownership Of stock.
and this process shall he continued until
all the stock il sold. Ii tn. stockholders
fail or refuse to purchase The stock. il
shall he sold to other persons.
Preferred stock. when issued. shah not
exceed ten per cent GO',p cumulative
dividends, payable semi annually on such
dates may b" determined by The Board
of Directors. out OF any ami all surplus
or net profits before any dividends shall
he declared, set apart for or paid upon
the common stock. Said dividends on the
preferred stock shall be cumulative, So
that if the corporation shall fail in any
fiscal year Z" pay such dividends on all
! of the issued and outstanding preferred
stock. such deficiency in the dividends
shall be fully paid, with interest not To
exceed eight per cent $50 before any
dividend shall Toe declared. set apart or
paid upon the common stock subject 10
the foregoing provisions. the preferred
stock shall not be entitled l. participate
in any other or additional earnings or
profits of the corporation. Preferred
stock may he retired by lot az any divi-
dend period out of the earnings Of the
company at One Hundred Five Dollars
tSl05OOl per share. plus aCculumated div
idendS snd interest thereon.
In the event of the dissolution or liqui-
dation of the corporation, or the sale of
all of its assets, whether voluntary or in
voluntary, or in the event of its inSOl-
vency any distribution of its capital
there shall be paid TO the holders Of the
preferred stock the par value thereof. to-
wit: One Hundred Dollars (SlOO.O0l per
| share. and the amount of all unpaid ac-
erued dividends and interest thereon. be-
fore any sum shall be paid or any assets
distributed among the holders of the
common stock; and after the payment to
the holders of the preferred stock of its
par value and the unpaid accrued divi-
dends, with interest. thereon the remain
ing assets and funds of the corporation
shall he divided among and paid TO the
holders of the common stock according to
| their respective shares.
The Board of Directors in their discre-
ton out of the earnings or surplus may
declare and pay dividends on the common
stock concurrently with dividends the
| preferred stock for any dividend period
of any fiscal year, provided that all ac-
cumulated dividends and interest on the
| preferred stock for all previous fiscal
years, well as the current dividends
thereon, shall have been paid in full
All outstanding common stock shall be
| entitled to one % vote. either in person
or by proxy. at all meetings Of the stock
holders the preferred stock not being en-
titled to any vote.
| No stakeholder shall have the right to
sell his stock until he first offers the
same. through the secretary of the com
pany, to the other stockholders of the
company in the manner provided herein
for the sale of increased stock for a period
of thirty 800 days. at its book value as
shown by the last trial balance of the
company.
ARTICLE V-The powers of this cor
poration shall be vested in and exercised
by board Of five (5) directors. three go
of whom shall constitute a quorum. The
| right is hereby given to and vested in the
| Board of Directors to any time increase
or decrease their aumber, provided that
| at no time shall there be less than three
| go more than nine (9) directors. A
majority of the Board of Directors shall
at all times constitute a quorum for the
| transaction of business.
| The following persons shall constitute
| the first Board of Directors. Fred W.
| Salmen. Leroy Il. Miles, Homer G. Frit-
chic, Albert Salmen and Fritz Salmen.
All directors shall be entitled to one
! % vote, either in person or by proxy,
but the proxy must be a stakeholder.
In the event of death, resignation, or
otherwise of any directors, the remaining
| directors shall elect successors for the
unexpired term.
The officers of this corporation shall be
| a president, a vice-president and secre-
| tary treasurer. The right is thereby given
| to and vested in the Board of Directors
at any time in their discretion to divorce
| the Offices of secretary and treasurer and
| constitute different persons secretary
and treasurer; the right is also hereby
! given to and vested in the Board of Dr.
rectors at their discretion to combine any
| two Offices or to divorce them at their
| pleasure, to create additional Offices
and thereafter destroy them.
Fred W. Salmen shall be first presi-
dent, Leroy T. Miles shall be first vice
president and Homer G. Fritchie shall be
| the first secretary treasurer.
| The Board of Directors and officers
aforesaid shall continue in Office until the
second Tuesday in the month of March,
| A. D., 1928 which date and annually
| thereafter their successors shall be elected,
unless said date shall be a. holiday, in
which event the election shall be held on
the next legal date thereafter
| Failure to hold an election on the day
| specified shall not dissolve the corpora
| tiOn, but the directors shall hold their
| respective offices until an election shall
be held after thirty days written notice
| Of the time and place thereof mailed to
| each stakeholder of record al his last
| known address.
| ARTICLE VI-The name and postofice
| addresses Of the subscribers to these
| ticles of incorporation and the statement
| of the number Of shares which each has
| agreed to take are as follows:
| Fred w. Salmen, New Orleans, La, 125
| shares.
Leroy T. Miles. Slidell. La, 125 shares.
Homer q. Fritchie, Slidell, La, share.