The herald., 1922-12-21
CHARTER

all kinds Of hardware and mill supplies
products Of all kinds, at wholesale and re-
tail; to purchase, own or otherwise hold
improve, develop. manufacture, either OF
its own account or as sales agents and dis
tributors, install, operate and generally
deal In, to sell, mortgage, lease, hypOthe
cate or otherwise ALLEVIATE and handle fol
export or import or domestic use or con
sumption, real and personal property OF
! every kind or description. including par
ticularly, but not restrictively, all kinds
OF machinery, apparatus, supplies, locomO
tlves, engines, cars and motor vehicles, to
getner with all the parts and accessories
thereof in the United States of America
and any territory, colony or district there
tent that same may be lawfully permis
sable. To apply for, purchase, register
lease or otherwise acquire, to hold, own
use and operate. and to sell assign OF
otherwise dispose of trade marks, trade
names, patents, inventions, improvements
and processes used in connection with OIL
secured under letters patent of the United
states of America, and Of any territory
colony, or district thereof. and of any
foreign country or countries; to purchase
SIed S,he a~d o,h aequire hold own sell
ponds and other evidence of Indebtedness
to any other corporation, domestic or for
eign; and to issue in exchange therefor its
stocks, bonds, or other obligations, and
10 exercise thereof all the rights, powers
and privileges of individual owners, in
Guiding the right to vote thereon; and 10
corporation or association. domestic or for
| elgn, Of which any stocks, bonds or evil
dence OF Indebtedness are held by or for
this company, and to do any acts or things
| desired to protect, preserve. improve or
enhance the value of any such stocks,
| bonds, or evidences of Indebtedness; and
generally TO engage in any business SINH
lar In character to the foregoing, and to
DO anything necessary and proper in con-
nectiOn with or incidental to the foregoing
| purposes and powers.
IN.
corporation is hereby fixed at the sum of
one, hundred twenty-five thousand (Sl25-
Wo) dollars. of said capital stock one
! thousand Q,OOO) shares shall be preferred
stock, having a par value of one humid red
| tslpioo) dollars per share, and twenty
hve thousand t25,OOO) shares shall be COM
mo stock, having par value of one
| SlOOl dollar per share. The capital stool
OF THIS corporation may be increased to
me sum OF two hundred fifty thousand
.S2J0oool dollars. The holders of pre-
Ierred stock shall be entitled to receive
| during each fiscal year out of the net
earnings or the company preferential cumu-
IatlVe dividends at the rate of eight per
cent: tSIo) per annum payable yearly on
the first day of February or in half yearly
or quarterly installments, as the bylaws
may from time to time provide. After
ihe pay ment Of the said preferential cumu-
iative dividend of eight per centum (sC[)
Tor any fiscal year to the holders of the
preferred stock any. further amount de-
clared in dividends for said wear shall he
paid to the holders of the common stock
, 10 the extent of eight per centum (So1)
per annum ton par value) and should there
I Ie any turtheI amount declared in divi-
divided pro-rata ton basis of par yalueJ
among the holders of the preferred and
common stock In accordance with their
holdings; provided, however, that the
board Of directors of the company NAV in
their discretion declare dividends during
any hscal year on the common stock. but
no such dividend shall be declared on the
common stock, unless all cumulative divi-
bends for previous years and all accrued
instruments. II any, for the current year.
apart and paid. From and after Feb
ruary LIST of 1924. the dividends on said
preferred stock shall be cumulative so that
III In any year dividends amounting to eight
per centum tSTn) per annum shall NOT be
pald on said preferred stock the deficiency
shaIl De a charge upon the net earnings of
directors may provide at the time OF ia.
sue OF any preferred stock that the divi-
dends thereon shall be cumulative only
from the time of said issue.
The holders Of the preferred stock shall
IN case of liquidation or dissolution Of tbe
company, be entitled to be paid In full
the par value of their preferred shares
ana the dividends accumulated and un-
pau thereoh, oefore any amount shall be
paid 70 the holders of the common stock |
The holders Of the common stock shall
nave nhst, no voting power. whatsoever. nor
meeting Of stockholders Of the company.
ior any purpose whatsoever. excenf 80
hereinafter provided in Article VII of this |
wholly and exclusively in the boIdsrs ef
preferred stock VI
No stock shall be issued except for In.
DOT zone. services rendered, or money or |
cure stockhclder shall ever validity sell as
sign OF transfer, other than by Inheritance
any OF the stock Of this corporation, pre-,
h erIed or common. until the same shall |
nave been first offered in writing at The
book value thereof as Of the Ist dav Of
January last preceding the date Of such
Stoct 90 t the remaining remaining holders Of the
OF such stockholders as may desire to pnr.
enase the same. said offer to be addressed
he .IIe Dodra OF directors and ten days shall
oe anowed Tor the acceptance of same in
U mrming py any Of the stockholders of the
:, Uorporation who may be willing to pay
me me pook value Of such stock as shown BY
the books Of the corporation on the ist
aay Oh January last preceding the date of
sueh offer. Each shareholder shall be en-
c ci.uea 10 purchase the stock, preferred or
portion that the total number of shares Of
stock owned by him at the time. whether
tntai or common or both, bears to the
totai number Of shares, whether preferred
OF common or both, owned by the other
snsrenoiders, who may desire to partici-
pate In the purchase.
ARTICLE y-An the powers of this cor.
poration shall be vested in and be eyer.
cised by board Of mot less than three
l, more than seven directors, as NAV be
determined in advance each wear. nv The
preferred stockholders. ut the annual meet.
ing OF the corporation or at any snecisI
meeting called for the purpose OF increas
ing or decreasing the number Of direcfors
LIN the Limitation Of this article The
h .,s board OF directors shall be: viii j.
"opens "opens whose post Office address is i4Oi
octaVia street, New Orleans, Louisiana:
". L. .: Gordon. whose post Office addrsss
= 1903 Robert street. New Orleans. Louis.
ana, WIN J. Gibbons, Jr,. whose most NJ
nee address is 1404 Octavia street. New
OrIeans Louisiana; John Worner whose
posi- onice address IL 4l6S IberyilIe street
New orleans, with Will ]. Gibbens. a.
PRESIDENT: w. l.. 3. Gordon as vice presi-
lent Will J. Gibbons, Jr, as secretsrv
'nd John Worner. as treasurer.
The above named board Of directors and
'Hicers snail continue to serve until the
second tuesday In January, 1924, at
which time. and annually thereafter, the /
preferred stockholders shall elect from ,
helL NUMBER, the directors Of this cor
The above named board of directors and
acn succeeding board shall continue to I
iold Office until their successors an,
iected and qualified. Each succeeding /
board OF directors shall ut the first meet.
ng Following their election, select from /
nefr number. a president, one or more
ice PRESIDENTS, secretary and a treas Z
lrer. The offices Of secretary and treas q
lrer may be held by one and the same
,erson under the title Of secretary and I
reasurer. The election Of directors shall Q
e Dy ballot and the person receiving the I
Jared elected. Each share Of preferred I
took shall be entitled IN ono vota 81 r