The herald., 1922-07-13
CHARTER.

stockholders OF the company III proper
ton TO their ownership of stock. as
shown by the books of the company,
and should any stakeholder refuse or
fail to purchase the stock allotted 10
him, it shall be offered TO the remaining
stockholders in proportion to their own
erShiP of stock. and this process shall
be continued until all the stock is sold.
If the stockholders fail or refuse TO pur-
chase the stock, it shall be sold to other
persons.
Preferred stock. when issued, shall not
exceed ten QO) per cent cumulative divi-
dendS, payable semi-annuaily, on such
dates as may be determined by the Board
OF Directors. out of any and all surplus
or net profits before any dividends shall
be declared. set apart for. or paid upon
the common stock. Said dividends on
the preferred stock shall! be- cumulative
so that If the corporation shall fail in
any fiscal year TO pay such dividends
on all of the issued and outstanding pre-
ferrcd stock. such deficiency in the divi-
bends shall be fully paid. with interest
not to exceed eight 81 per cent, before
any dividend shall be declared. set apart
or paid upon the common stock. Sub
Ject to the foregoing provisions. the pre-
ferrcd stock shall not be entitled to par
ticipate in any other or additional earn
ingS or profits of the corporation. Pre-
ferred stock may be retired by lot at
any dividend period, out of the earnings
Five Dollars (S1O50O) per share. plus
accumulated dividends and interest there
on.
In the event OF the dissolution or
sale of all of its assets, whether volun-
tary or involuntary. or in the event OF
its insolvency or any distribution of it,
capital, there shall be paid TO the holders
OF the preferred stock the par value
thereof tO-wit: One Hundred Dollars
tslOO0O) per share. and the amount of
all unpaid accrued dividends and in
terest thereon. before any sum shall be
the holders Of the common stock: and
after the payment TO the holders Of the
preferred stock Of its par value and the
unpaid accrued dividends. with interest
thereon, the remaining assets aud funds
OF the corporation shall be divided among
and paid 10 the holders Of the common
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 on 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 years 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 shall not b.
entitled to any vote.
no tockholder snail 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
period of thirty 800 days. at its book
value. as shown by the last trial balance
Of the company.
ARTICLE V The powers OF this cor
poratiOn shall be vested in and exer-
cised by a board of four a. directors
three of whom shall constitute a quorum
The board shall lie divided into two (2)
divisions. two t2) members to a division
designated as Divisions No. l and No. ..
The Following persons shall constitute
the first Board of Directors:
Division No. ]: Henry T. De Bardele-
ben. Robert II. Reeves.
Cb Division To; No; 2; Wesley Merritt and
All directors shall he entitled to one
ID vote, either in person or by proxy.
but the proxy must be a stakeholder.
A member OF the Board Of Directors.
either as officer or otherwise shall be
entitled to but one a. vote.
In the event of vacancy in Division
NO. l for any cause. his successor shall
ne elected by the surviving member OF
Division No. l for the unexpired term
in the event Of vacancy in Division
No. for any cause. his successor shall
he elected by the surviving member OF
Division No. 2.
ARTICLE VI. The officers Of this cor
poration shall he President and two
Vice Presidents and Secretary-Treas- |
urer. The right is hereby given to and |
vested In the Board Of Directors at any |
time in their discretion to divorce the |
offices OF Secretary and Treasurer and !
different persons as Secretary |
and Treasurer; the right is also hereby |
gwen to and vested in the Board Of
any two offices or to divorce them AZ |
their pleasure. or to create additional |
offices and thereafter destroy them.
The first officers OF this corporation |!
shall be: Robert n. Reeves. President; |
Henry T. De Bardelebcn. Vice President;
Wesley Merritt. yice-President: Charles |
Fowler, Jr.. Secretary Treasurer.
The BOARD Of Directors and officers
he second Tuesday in the month Of June |
ID. 1923. on which date and annually |
thereafter their successors shall be elect /
"a. unless said date shall be holiday.
IN which event the election shall be held |
IN the next legal date thereafter
Failure to hold an election on the day
specified shall not dissolve the CORPORA
Ion. but the directors shall hold thei,
respective offices until an election shall
De held after thirty davs' written notice
" the time and place thereof. mailed to
ZACH stakeholder OF record at his last
known address.
ARTICLE VII. The names and post
'ffce addresses Of the subscribers to
'rticles Of incorporation and a statement
" the number of shares OF stock which
acn mas agreed to take are as follows:
Robert II. Reeves, New Orleans, La. $50
hares: Henry T. De Bardeleben. Rirm-
ngham. Ala. 40 shares; Wesley Merritt.
Galveston. Texas. 40 shares: Charles
Fowler. Jr. Galveston. Texas. 80 shares
ARTICLE VIII. Whenever this cor
'oration is dissolved. either by Limitation
n for any other cause. it's affairs shall
'e liquidated by the Board OF Directors.
Who are hereby vested with full power
o sell any or all assets Of the corpor-
tion. either separately or in mass !
nd to convey full and complete title
hereto. and shall have full power to
10 and perform all acts necessary and
roper to fully and completely liGuidate
he affairs and distribute the proceeds
any, among the stockholders of this
orporation in proportion to the amount
Z stock held by each.
This act of incorporation NAV be
mended. altered and modified or this
orporation dissolved, in the manner pro-
ided by law.
Thus done and passed in nv notarial
fhce in the city of New Orleans. parish
orleans, state Of Louisiana on the
ay, month and year first above written ,
n the presence of Gustave LemIe and
rthur A. Moreno, competent witnesses,
no hereunto sign their names together
nth the parties hereto, and me, Notary.
fter a reading of the whole
(original signed:) Robert n. Reeves.
pr one hundred and fifty G5O) shares:
Ienry t. De Bardeleben. for one hun
red and fifty (150) shares: Wesley Mer
tt for one hundred and ffty O5M
mares; Charles Fowler. Jr., for one hun.
red ed and fifty $50 shares
witnesses: