The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-09
CHARTER.

| Louisiana, ten days prior to the redemp-
| ton date. Such notice having Deen sem
! and the money required for such redemp-
! ton having been deposited for that pur-
/ pose with any bank in the city OF New
/ Orleans designated by the directors, an
| rights of the stock called for redemption
/ TO dividends after said redemption date,
! SHAH cease and the holders thereof snail
/ thereafter have recourse to said deposit
alone and in no event to the sald com
! pany for the payment OF sald redeeneu
/ stock or the dividends thereof; and the
| provisions of this clause shall apply pro
! rata in the case of pro rata redemptlons;
| and the holders of stock redeemed shail
! he entitled To claim tire amount due upon
! the redemption only upon presentation
! of their certificates for appropriate en-
/ dorsement or "a. the case of total pay
| ments) cancellation.
section g. The provisions of the fore
! going section relate to compulsory re-
| demptiOn of preferred stock by the cor
! poration. The corporation shall also have
! the privilege and option of calling In ana
! redeeming the outstanding preferred STOCK
! In whole or in part on any dividend date,
/ at par, plus all accrued and unpaid dlNl'
! dends In the event of voluntary or
/ optional redemption of part only OF the
4 preferred stock under this section, the
| corporation shall have the right 10 deSiS
| nate the particular stock in the hands OF
/ the particular stockholders which 1t de
/ Sires to retire. The intent and effect OF
/ this provision being that if the corpor-
J
| of its corporate stock under this section,
| il shall have the right TO retire the stock
| of one or more stockholders and not the
/ stock of the others All the provisions
/ of the preceding section relating To no
! tice of redemption and deposit of funds
/ covering such redemption and rights OF
! stockholders, after such notices and de
| post, shall apply equally in the case OF
voluntary redemption and retirement o
| preferred stock under the present sec
/ ton.
Section = The common stock shall be
entitled to all earnings of the corpora
! ton over and above the cumulative diyi-
/ dend Of seven "a per cent per annum,
! herein reserved for the preferred stock,
| except that no dividend may be declared
on the common stock until all accrued
! dividends on the preferred stock have
| been declared. and no dividends may be
! paid on the common stock until all ac-
| crued dividends on the preferred stock
have been paid. In the event of liquida'
| ton, dissolution or winding up, whether
voluntary or involuntary, of the cOrpor-
| alton, after the payment in full to the
| preferred stock of its principal, at par
value, plus accrued and unpaid dividends,
IL any, at the rate of seven "a per cent
| per annum, the remaining assets and
| funds of the corporation shall be divided
among the holders of the common stock
in proportion to the shares held by them
respectively.
Section s. The whole of the preferred
and /Or common stock of this corporation,
or any part thereof may be issued and
delivered to any person. firm or corpor-
alton for property conveyed to this
corporation or services rendered to IL,
and the Board hereinafter created is spe-
cially authorized to issue and dispose of
stock for property and services upon
such appraisement as in their judgment
may be fair and proper; provided always.
that no stock shall be issued except upon
the receipt by the corporation of par
value therefor in property or services.
fha nf IL
corporation shall be vested in Board
composed of not less than three nor more
than five directors, each of whom shall
own at least one share of the common
stock. The precise number of directors
within the limits above stated shall be
fixed at the annual meeting of the stock
holders or at a special meeting called for
that purpose; provided. that in the in,
terval between stockholders meetings
the Board itself may elect additional
directors within the maximum number
above provided. il the stockholders shall
. not have elected the same. The majority
of the BOARD shall constitute a quorum
The said Board of Directors shall bs
elected annually by the common stock
holders at a meeting Of the common stock
holders to be held annually on the second
Tuesday in February of each year, be-
ginning with the year 1923 Tor the next
, legal day IL that be holiday, after
notice given to each stakeholder by mail
at least fifteen days before the date of
!,
. ignated address of the stakeholder; or il
he or she has designated no address, then
to the General Delivery. New Orleans
, Special meetings of the stockholders may
be called by the Board at any time. and
notice thereof shall be given in the man.
, ner provided for annual meetings; pro-
vided. that in all cases all notices may
be waived by unanimous consent. Each
, holder of common stock shall he entitled
, to one vote for each share of common
, stock standing in his name on the books
of the corporation, said vote to be cast
, In person or by proxy, and a majority
( of the votes cast shall elect Failure tC
elect directors on the day above specified
/; shall not dissolve the corporation, but
the directors then in office shall remain
in office until their successors are elect
ed. The Board Of Directors snail hav,
power to fill all vacancies which may
!, occur or in any manner arise or be ere
ated the Board. even though M
. quorum remain at the time such vacan
J, cies are to be filed. The Board shall
q elect from their number President,
u Vice-President. and Secretary Treas
e urer: provided, that from time to tim
q the Board may dispense with any of sal,
= officers and /or may combine and /or sep
2 arate any of them, and Tor may elect sucl
/ other officers as they may think prope
j, or convenient for the carrying on of tn
y company's business, and may provid
l. that such officers may not be member
z Of the Board Of Directors: and they shall
4 fix the salaries of the officers, agents an
| employees.
!, At any meeting of the Board of Diret
q tors any director absent from the meet
z ing may be represented by any othe
l. director, who may cast the vote of tn
'r absent director according to the write
2 instructions, either general or special. q
:. said absent director. The Board of Dire,
II tors shall have authorityi to make an
Is establish, as well as alter and amend. a
II bylaws, rules and regulations necessar
l. and proper for the support and manag,
he ment Of the business and affairs of thi
IN corporation, and not inconsistent wit
u this charter; and they shall have powe
i 10 authorize the borrowing of money an
De the issuance of notes, and the eXecutio
e. of pledges and mortgages, and general
IL to do all things necessary or convenien
er for the proper carrying on Of the bushes
s. Of the corporation. Until the gener;
n meeting of the stockholders for electio
a. of the directors. to be held In 1923. c
ne until duly qualified successors are cleo
r ed and installed, the Board of Director
ne shall be composed of the following: ii. .
Porter, Carondelet Building, New o.
~ leans; III. Il. Porter. Carondelet Building
Ill New Orleans; A. w. Porter. Carondel,
n Building. New Orleans. Provided, thi
n the Board above named and any succeed
TX ing Board may choose additional dire
ne tors within the total numerical limit
a the Board whenever such total limit sha
r not have been filled by the stakeholder
" OF the foregoing directors. III. J. Port,
u shall be President; II. r. Porter, Vic,
President, and A. W. Porter, Secretar,
OF Treasurer.
u. ARTICLE VI. This act of incorporate
M h. nha al