The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-16

state or foTlSH Oh UT
leans. City of New Orleans Be it
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,
duly commissioned, sworn and quail
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
persons who may hereafter become as
ISOLATED with them. to form corpor-
alton and body polite in law for the
objects and purposes and under the ar
| ticles and stipulations following, to-
wit:
ARTICLE 1.-The name of this cor
| poration shall be FREEMAN-BARLOW
INC, and under it's said corporate name
| 1t shall have power and authority to
enjoy corporate existence and success
1 sion for the full term of ninety-nine
| years, from and after the date hereof,
/ to contract, sue and be sued. to make
4 ard use a corporate seal, and to alter
and break the same at pleasure; to &C
quire by grant gift or otherwise hold
4 receive, hypothecate. convey, SELL lease
| pledge, mortgage and dispose of prop
F, 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
and amend. from time to time, such by
laws, rules and regulations for the
DrODpr 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 in
other corporations and further enjoy
and exercise all the rights and priv
ileges and grants under the laws of this
state. and more particularly under Act
267 of the Louisiana Legislature of
1914.
. ARTICLE 1.-THE objects and pur-
poses for which this corporation is or
ganized and the nature of the business
to be carried on by it, are hereby de-
! clared to be: To conduct and carry on
the business of electrical machinery
equipment supplies. electrical construc.
! ton. gas and steam, as well as to
transact general business in any
incidental thereto or connected there.
, with.
ARTICLE III-The capital stock OF
Z this corporation is hereby fixed at the
sum of fifty-five thousand dollars
) hundred dollars (s1oo.OO) per share. tc
l be divided into thirty-five Thousand
dollars (s35,0o0.00) preferred and
twenty thousand dollars (s20.000.00]
common stock: said capital stock may
be increased to five hundred thousand
7, dollars S500.000.00); which said CAPT
: tai shall be payable at such time and
: in such installments and under sucf
conditions as the Board of Director.
ms dafarnina This oh
,, be a going concern and authorized t.
. do business as soon as fifty per cen
. of its authorized capital shall be sub
scribed for. and at least fifty per cen
9 of it's authorized capital shall be pai'
? for. Both the common and the pre-
ferred stock of this corporation shall
> only be issued for cash, or for service
e rendered, merchandise, property, o
: other valuable considerations, enurini
' to this corporation, according to tn
i. exclusive judgment and findings of tn
? Board of Directors thereof.
ARTICLE Iv.-The other conditions
limitations and provisions under whic
s the preferred stock shall be issued ar
/ hereafter enumerated: The holders o
r preferred stock shall be entitled to re
q ceive out of the net profits of the cor
r poration fixed dividend of per cen
r per annum: payable annually, to-wi'
l. on the 18th day of October of eac
Re and every year, commencing with tn
o 18th day of October, 1928, before an
/ dividend can be paid or set aside on G
II for the common stock for the perio
e heretofore elapsed. The principal c
l. par value of said preferred stock, wit
cumulative dividends thereon at pc
- cent per annum from date dividen
n should have been paid. and arrears {
- interest on such dividends as herein
- after fixed, shall be paid In full OF
~ of the assets of the company in prefer
=, ence to any of the common stock, in I'll
~ event Of liquidation of this compan
y from hafnrQ dicfr
q button can be made of the capt.;
II among the holders Of common stoc
90 The dividends upon the preferred stoC
% are to be cumulative and bear so p,
20 date, as herein provided, compoundt
a annually, so that if for any period,
70 periods. the said dividends are n,
~ paid, the right thereto shall cumula
=, rears of such dividends so cumulat,
-. Sc and interest thereon, as herein pr
?, vided. must be paid before dividen,
W. can be paid on the common stock tt
e, preferred stock shall not be entitie
20 however, to participate in any 9th
',e earnings, dividends or profits. tt
rs right of the holders of preferred sto,
"a "a to be credited with dividends shall cor
20 mence from the date Of actual pa
~ ment of such stock.
be The Board of Directors shall ha
e. the right and option Of retiring Il
he preferred stock, in whole or in pal
at any time and from time to tin
=, after five years from the date of tn
~ charter, at the price of one hundr
a. and ten dollars ($110.00) per share
~, addition to the cumulated dividen
a., and interest thereon, If any, as her
~ inabove provided for. Such retireme
"a, shall be at the option Of the Board
-. Directors, and shall be effected
% payment out of the surplus funds; a
~ in no case shall such preferred sto
,,n be retired under circumstances
rs would produce an impairment of
nf capital stock Of this corporation, {
os outstanding common stock to be tn
,a worth no less than par. Such retil
'rt ment or redemption Of preferred sto
r. can only be effected on thirty da.
nv previous notice in writing to the no
ers of preferred stock of record. aft
Dr. drawing by lot in the presence Of I
or Board of Directors. Upon such not
'ed all dividends, interest and arrears sh
of cease with respect to such retiI
en- stock.
Tor Preferred stock shall enjoy no "
leo ing power, and no holders or own,
In of preferred stock shall be entitled
on: any vote with respect to such PREFER
all stock. in any of the affairs of this C
pm poration or meetings Of the stockho
OF ers or directors thereof. or otherwise
or ARTICLE Vim the event Of q
mr. holder or owner Of stock, as well