The herald., 1922-04-27
CHARTER.

solvency orr any distribution of its cap
ital, there shall be paid to the holders
of the preferred stock the par value
thereof, to-wit: One Hundred Dollars
per share, and the amount of all unpaid
accrued dividends and interest thereon,
before any sum shall be paid or any
assets distributed among the holders of
the common stock and after the pay
ment to the holders of the preferred
stock of its par value and the unpaid
accrued dividends with interest thereon,
the remaining assets and funds of the
corporation shall be divided among and
paid to the holders of the comomn stock
according to their respective shares.
The Board of Directors in their dis
erection out of the earnings or surplus
may declare and pay dividends out of the
common stock concurrently, with divi-
dends on the preferred stock, for any
dividend period of any fiscal year, pro-
vided that all accumulated dividends and
interest on the preferred stock for all
previous fiscal years, as well as the cur
rent dividends thereon, shall have been
paid in full.
All outstanding common stock shall be
entitled to one a. vote. either in person
or by proxy, at all meetings of the stock
holders, the preferred stock not being
entitled 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
period of thirty 500 days, at its book
value. as shown by the last trial balance
of the company.
ARTICLE V. The powers of this cor
poration shall he vested in and exercised
by a board of three directors, two Of
whom shall constitute a quorum. TIL"
following persons shall constitute the
first Board of Directors Ferdinand Il.
Stern. New Orleans, La: Jesse +. Stern.
New Orleans, La, and Miss Amalie Well
New Orleans. La, with Ferdinand Il.
Stern as President. Miss Amalie We'll as
Vice President. and Jesse =. Stern A.
Secretary Treasurer.
Said Board of Directors and officers
shall continue in office the second
Tuesday in the month of January, \. ID.
1928 on which date, and annually there
after their successors shall be elected,
unless said date be a holiday, in which
event the election shall be held on tho
next legal day thereafter.
Failure to hold an election on the day
specified shall not dissolve the corpora
ton, but the directors shall hold their
respective Offices until an election shall
he held after thirty days notice of the
time and place thereof. mailed to each
stakeholder of record at his last known
address.
ARTICLE VI. The names and post
these articles of incorporation and .
statement of the number of shares Of
stock which each agrees to take in the
corporation are as follows: Ferdinand
Il. Stern. New Orleans, La, 80 shares ;
Jesse p. Stern. New Orleans, La, 40
La. l share.
ARTICLE VII. Whenever this corpOr-
alton is dissolved. either by limitation
or for any other cause, its affairs shall
be liquidated by the Board of Directors.
who are hereby vested with full power
TO sell any or all assets of the cOrpor-
alton. either separately or in n mass,
and to convey full and complete title
thereto and shall have full power TO
do and perform all acts necessary and
proper to fully and completely liquidato
the affairs and distribute the proceeds,
il any. among the stockholders Of this
corporation to the amount of stock held
! by each.
ARTICLE VIII. This act of incorpor-
alton may he amended, altered and
modified. or this corporation may be dis
| solved, in the manner provided by law
Thus done and passed in my notarial
office in the City of New Orleans, on
the day, month and year first above
written, in the presence of competent
witnesses. who hereunto sign their
names, together with the parties hereto
and me, Notary, after a reading of the
| whole.
Original signed: Jesse ?. Stern, Amalie
| We'll. +. Il. Stern.
| Witnesses:
| MARY f. KELLY,
| GLADYS +. RIDER.
| SELIM Il. LEMLE,
| Notary Public.
I. the undersigned Recorder of Mort
cages in and for the Parish of Orleans
State of Louisiana. do hereby certify
| that the above and foregoing Act of In
| corporation of the STERNS, INC, was
this day duly recorded in my office, in
book 126S. folio 153.
| New Orleans, March II, 1922.
| (Signed) ROBT. SCOTT,
| by. Rec.
| correct copy.
| SELIM r. LEMLE.
| Notary Public.
| Apr e. MAY II