The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-02
CHARTER OF GEIsMAR q HEYMANN.

/ Louisiana, IarlSh or orleans, Clty o.
New Orleans. he it known that on thi'
Bird day of January, in the year of Oul
Lord. one thousand nine hundred anC
twenty-five, and of the Independence o
the United States. the one hundred ano
| forty sixth, before me, WILLIAM +
| CONNECTION. a Notary Public. liz and
for the Parish of Orleans, State of Louis
lana, duly commissioned, sworn and quail
flied, and in the presence of the witnesses
/ hereinafter named and undCrSigne1,~ per
sOnally came and appeared the several
parties whose names are hereuntO sub
scribed. who severally declared that
availing themselves of the laws of the
State of Louisiana, in such cases made
and provided, they have cOveHanted and
agreed, and do by these presents cove
nant and agree, and bind themselves, rs
well as all other persons who may here
after become associated with them. TO
form n 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
years, from and after the date hereof.
! to contract, sue and be sued, TO make
| and use a corporate seal, and to alter
| and break the same at pleasure; to ac-
/ quire by grant, gift or otherwise hold,
/
| 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 to
! 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 26I 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 IL
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 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
(SlOOOOO.OO), to be represented by Five
Hundred (0OO) shares of preferred stock
OF the par value of One Hundred Dollars
(SlOOOO) EACH and Five Hundred (500)
shares of common stock of the par value
of One Hundred Dollars (Sl00.OO) each |
payable at such time and in such in
stallments and under such conditions as
hn ID nf
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. |
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.
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
De entitled to receive out of the net
profits of the corporation a fixed divi-
dend of Six go Per Cent per annum pay
able annually, to-wit: on the 18th of
October in each and every year. COM
4
before any dividend can be paid or set
aside on or for the common stock for
the period heretofore elapsed. The prin
cipal or par value of said preferred stock.
with cumulative dividends thereon at
Six go Per Cent per anlum from date
dividend should have been paid, and
arrears of interest on such dividends as
hereinafter fixed, shall be paid in full out
OF the assets of the company in prefer
ence to any Of the common stock, in the
event Of liquidation of this company
from any cause and before any distri-
button can be made of the capital among
dends upon the preferred stock are to
be cumulative and bear Six 90 Per Cent
interest from their maturity date, as
herein provided, compounded annually,
SO that II for any period or periods the
said dividends are not paid, the right
thereto shall cumulate against the CON-
mon stock; and all arrears of such
dividends so cumulated and interest
before dividends can be paid on the com
mon stock. The preferred stock shall not
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
commence from the date of actual pay
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, at |
the price of One Hundred and Ten Dol
lars ($110.OO) 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
or 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
,an 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 diyi-
lends, interest and arrears shall cease
With respect to such retired stock
Preferred stock shall enjoy no voting
bower, and no holders or owners of pre-,
'erred stock shall be entitled TO any vote
With respect to such preferred stock, in
my of the affairs Of this corporation or
meetings Of the stockholders or directors
hereof, or otherwise.
ARTICLE V. In the event any holder |
'r owner of stock. as well as his widow. {
estate or heirs, whether Of preferred or | I
common, desires to sell or dispose of the
'ame, such holder or owner, as well as
lis widow. estate or heirs must first
ender such stock to the other stockhoId-
RS, through the Board of Directors. for
purchase for period of thirty days, in
writing, at the price of said stock on
he books of the cOrpofation ana durinD