The herald., 1922-04-27
CHARTER.


herein expressed.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum OF
one hundred thousand ($lOO,OOOOO) dol
lars, divided into two classes. preferred
and common. in the proportion OF fifty
thousand (S50OO0.O0l dollars of preferred
stock and fifty thousand ($50OOO.OO) dol
lars of common stock. The capital stock
may be increased TO the sum of two
hundred thousand $500, O0O.OO) dollars.
The preferred stock is to be divided
into five hundred 5000 shares Of the par
value of one hundred (Sl00.OO) dollars pei
share and ii shall be entitled to receive
out of any and all surplus net profits
whenever ascertained, cumulative divi-
iends at the rate of six (6Go) per cent
per annum in each and every year here
after, payable at such periods as the
board of directors may determine, in pre-
ference and priority to any payment OF
dividends on the common stock for the
period heretofore elapsed. The preferred
stock. however, shall not be entitled tC
participate III any other general earnings
or profits beyond the said six 800 per
cent annual cumulative dividends. but
shall be entitled to be repaid in full with
the accumulated unpaid dividends thereon
upon any distribution of the assets of
said corporation or in the event of inSol-
vency, liquidation, dissolution, or termina-
ton of its corporate existence, before any
distribution of capital or earnings shall
stock. All or any amount Of the preferred
stock may be retired and redeemed by the
board of directors in its discretion at any
time in such manner and upon such no
tice as the board may determine, at the
price OF one hundred and ten and no 100
(S110OO) dollars for each share, together
with all accrued dividends thereon. If,
after providing for the payment in full
of all dividends for any year on the pre-
ferred stock and any accumulated divi-
hat no fn
preceding years. there shall remain any
surplus net profits. such surplus net
profits shall be applied by the board of
directors to the payment Of dividends on
the common stock, not in excess of six
(6%o) per cent per annum, however, and
any balance thereafter remaining, may be
devoted to the redemption and retirement
or all or any part of the preferred stock,
or may be applied to any other purpose
relating to the cOmpany's business as the
board in its discretion may deem fit. The
voting power of the corporation shall be
vested exclusively in the preferred stock,
which is to have the entire control and
of the corporation When all
OF the preferred stock shall have been re-
tired, then the voting power of the cor
poration shall become vested in the COM
mon stock.
The common stock is to be divided into
live hundred 5000 shares of the par value
Of one hundred and no 400 (S1O0OO) dol
whatsoever and the holders thereof shall
have no right to participate in the control
~ the corporation and the right of voting
IS hereby expressly waived in connection
With any election of directors or anyother
question, and no right is given the holders
)f said stock to participate in stock
holders meetings convened for any pur-
pose whatsoever.
No stock shall be issued except for labor
lone, services rendered, or money or pro-
~
'tockholder shall ever validly sell, assign,
'r transfer. other than by inheritance any
" the preferred stock of this corporation
lntiI the same shall have been first Of
cred in writing at the book value thereof
Is of the first day of January last proceed |
ng the date of such offer. to the remain
ng holders of the preferred stock, for the
eneht of such stockholders as may desire |
o purchase the same, said offer to be ad- !
ressed TO the board of directors. and ten |
lays shall be allowed for the acceptance |
Il same in writing bv any of the pre- |
erred stockholders of the corporation !
mo may be willing to pay the book value |
4 said stock as shown by the books of \
he corporation on the first day of January |
lst preceding the date of such offer Each /
older of the preferred stock shall be en-
tiled to purchase the stock so offered in |
he proportion that the number of shares
wned by him at the time, bears to the |
lumber of shares owned by the other
olders of the preferred stock who NAV
esire to participate in the purchase.
ARTICLE V-AH the powers of this
orpOratiOn shall be vested in and exer-
lsed by board of not less than three nor
lore than seven directors as NAV be de-
'rmined in advance each year by the pre-
FRED stockholders, at the annual meeting
7 the preferred stockholders or at any
pecial meeting called for the purpose of
icreasing or decreasing the number of
irectors within the limitations of this
rtlcIe The first board of directors shall
e Richard II. Foster. whose post office |
ddress is 2422 Broadway, New Orleans.
ouisiana; Joseph B. Simmons, whose
ost office address is No. 10 Rosa Park
ew Orleans, Louisiana; and Chauncey
rench. whose post office address is No
Audubon Boulevard. New; Orleans
ouisiana; with Richard r. Foster as
Joseph b. Simmons as vice
ry-treasurer. The above named board
directors ard officers shall continue to
rye until the second Tuesday in jan
iry, 1923, at which time. and annually
fereafteE the preferred stockholders
lall elect from their number, the direc-
RS of this corporation. The above named
oard of directors and each succeeding
'ard snail continue to hold office until {
elr successors are elected and qualified.
acn succeeding board Of directors shall, {
their hrst meeting following their
ection, select from their number, a presi-
mt, one or more vice-presidents and a
The election of di-
ctors shall be by ballot and the person
ceiving the largest number of votes cast
al De declared elected. Each share of ,
eferred stock shall be entitled to one
te at meetings of stockholders but no
actlonal shares shall be entitled to vote.
majority Of the directors voting at any
ne In person, shall be required to pass
~ resolution or adopt any bylaws
men. when so adopted, shall become !
M corporate acts, provided a quorum !
the directors were present in person
officers caused by death, resignation ,
removal. the remaining members of the {
ara shall have the power to fill such
cancy. $
ARTICLE vI-Notice of all meetings
stockholders for election of directors. 7
for any other purpose, shall be given !
writing by the secretary and a notice (
an De deposited in the mail at least Q
Teen days before the meeting is held. 4
dressed to each preferred stakeholder at :
last known address, as the same shall !
pear upon the books of this CORPORA >
N, unless said notice is waived in writ :
by all preferred stockholders appear
on the books. At all meetings of
'ckholders majority Of the votes cast '
all De sunicient to determine all ques-
ms voted upon, except the alteration. I
endment or dissolution of this corpora
n. |
ARTICLE VII-This act Of incorporation Il
" De altered, amended or modified or {
5 corporation may be dissolved by and C
n the assent of the holders of three s.
lrths In amount Of its then Outstanding c
'ierred stock given at a general meeting q
Lne preferred stockholders to be con- &
given in one of the daily newspapers 4,
blished In the City of New OrIaans an | n