The herald., 1922-02-09
CHARTER OF GEIsMAR & HEYMANN

|
CHARTER OF GEISMAR & HEYMANN,
INS.
United states o. -merrd, state OF
Louisiana, Parish of Orleans, city OF
New Orleans. BE it known that on this
3rd day of January, in the year OF our
Lord, one thousand nine hundred and
| twenty-five, and of the Independence OF
the United States. the one hundred ana
forty sixth, before me, WILLIAM r.
| CONNECTION. Notary Public. IN ana
for the Parish of Orleans, State OF Louis
lana, duly commissioned, sworn ana quail
iiied. and i'll the presence of the witnesses
| hereinafter named and undersigned, per
| sOnaily came and appeared the several
| parties whose names are her|untO SUD
| scribed. who seyerally declared that.
availns themselves of the laws of the
! State of Louisiana, in such cases made
and provided, they have covenanted ami
agreed, and do by these presents cove
nant and agree, and bind themselves, as
! well as all other persons who may mere
| after become associated with them, to
! form corporation and body polite in
| law for the objects and purposes and
under the articles and stipulations fol
| lowing. to-wit:
! ARTICLE l. The name of this cor
] poration shall be GEISMAR & HEY
| MANN, INC. and under its said corporate
name it shall have power and authority
/ to enjoy corporate existence and success
| sion for the full term of ninety nine
I
I to contract. sue and be sued, TO make
| and use a corporate seal, and to alter
and break the same at pleasure' 10 ac-
| quire by grant, gift or otherwise hold.
| receive, hypothecate, convey, sell, lease.
| pledge, mortgage and dispose of prop
erty, real, personal and mixed; to issue
| negotiable bonds and notes or other EVIL
dences of debt, to name and appoint such
managers, agents, directors and officers
as its business interest and convenience
may require; TO make and establish, as
well as to alter and amend, from time
to time, such bylaws, rules and regu-
lations for the proper management OF
the affairs of this corporation, as the
| same may be necessary and proper; said
corporation shall have further power t.
acquire, sell and dispose of the capital
stock in other corporations, and further
enjoy and exercise all the rights and
privileges and grants under the laws OF
this state. and more particularly under
Act 267 of the Louisiana Legislature OF
1914.
ARTICLE ii. The objects and pur
poses for which this corporation is organ.
lied, and the nature of the business tt
be carried on by il, are hereby declared
to be: To conduct and carry on the
business of exporters and dealers in eX-
port cotton, cotton linters and cottonseed
products, as well as transact a domestic
business in the same lines; to operate
as dealers and commission merchants III
sugars, syrnps and molasses; to TAKE
over, acquire, succeed to, and conduct
the business and assets and goodwill of
the firm of GEISMAR & HEYMANN, of
New Orleans, La, as well as to transact
general business in any commodities
and any other business incidental thereto
or connected Herewith.
ARTICLE III. The capital stock OF
this corporation is hereby fixed at the
sum of One Hundred Thousand Dollars
$500 00000), to be represented by Five
Hundred (5O0) shares of preferred stock
of the par value of One Hundred Dollars
($1O000) each, and Five Hundred $500
shares of common stock of the par value
of One Hundred Dollars ($lO0.00) each.
payable at such time and in such in
stallments and under such conditions as
the Board of Directors may determine
This corporation shall be a going con
Germ and authorized to do business as
soon as Fifty 500 Per Cent of its au
thorized capital shall be subscribed for, |
and at least Fifty 500 Per Cent of all |
stock so subscribed for, shall be paid |
for. Both the common and preferred |
stock of this corporation shall only be |
issued for cash, or for services rendered. |
merchandise, property or other valuable |
considerations, enuring to this corpora |
ton, according to the exclusive judgment |
and findings of the Board of Directors |
thereof.
ARTICLE VI 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 receive out of the net |
profits Of the corporation a fixed divi- |
dend Of Six (6) Per Cent per annum. pay
able annually, to-wit: on the 18th of |
October in each and every year, CON-
mencing with the 18th of October, 1923.
before any dividend can be paid or sci |
the period heretofore elapsed. The pfin
cipal or par value of said preferred stock. |
with cumulative dividends thereon al |
Six (6) Per Cent per annum from date
arrears of interest on such dividends as
fixed, shall be paid in full out |
OF the assets of the company in prefer
ence to any of the common stock, in the
from any cause and before any distri- |
button can be made of the capital among |
the holders Of common stock. The divi-
dends upon the preferred stock are to
interest from their maturity date, as
herein provided, compounded annually. |
so that IL for any period or periods the |
said dividends are not paid, the right
mon stock; and all arrears Of such |
dividends so cumulated and interest |
thereon, as herein provided, must be paid |
before dividends can be paid on the com.
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 |
ment of such stock.
The Board of Directors shall have the |
right and option of retiring the pre- |
ferred stock, in whole or in part, at any |
time and from time to time, after five |
years from the date Of this charter, nj |
the price Of One Hundred and Ten Dol. |
lars $4,000 per share. in addition to /
the cuMulated dividends and interest |
thereon, If any, as hereinabove provided |
for. Such retirement shall be at the |
option of the Board Of Directors and |
shall be effected by payment out Of the /
surplus funds; and in no case shall such /
preferred stock be retired under circum- /
stances as would produce an impairment |
OF the capital stock Of this corporation,
the outstanding common stock to be then /
worth no less than par. Such retire
ment or redemption of preferred stock /
can only be effected on thirty days pre-
vious notice in writing to the holders of /
preferred stock of record, after drawing
BY lot In the presence Of the Board of |
directors. Upon such notice all divi-
bends, interest and arrears shall cease
with respect to such retired stock
Preferred stock shall enjoy no voting
power, and no holders or owners Of pre-.
ferred stock shall be entitled to any vote
with respect to such preferred stock, in
any Of the affairs of this corporation or
meetings OF the stockholders or directors
thereof, or otherwise
ARTICLE V. In the event any holder
or owner Of stock, as well as his widow,
estate or heirs, whether of preferred or
common, desires to sell or dispose of the
same, such holder or owner as well ne |