The herald., 1922-08-31
CHARTER.
AMENDMENT TO HARTER OF PELI.
CAN COLD STORAGE WARE
HOUSING COMPANY LTD

of the month of July, in the year of gu
Lord one thousand, nine hundred am
twenty two, and of the Independence y
the United States of America the one hun
dred and forty seventh, before me William
j. Guste, a notary public duly commits
stoned and qualified in and for the Parish
Of Orleans, State of Louisiana. therei
residing, and in the presence of the wit
nesses whose names are hereuntO sub
scribed, personally came and appeared
Chas. III. Behre the president of Pelican
Cold Storage x Warehousing Company
Ltd, a corporation duly created and or
gained under the laws of the State o
Louisiana, by act before j. Marshall Qu,n.
tero. notary public, on the 18th day o
February, 1904, recorded in the MOrtgag,
Office for the Parish of Orleans, in Book
Isl. folio 2f, who declared that at
special meeting of the stockholders of the
Pelican Cold Storage & WarehOusing
company, Ltd held on the 9Th day OF
July, 1872, being an adjourned meeting OF
the stockholders adjourned from the 26th
day OF June, 1922, at which meeting all
OF the capital stock of said corporation
was represented by the owners or holders
thereof, IN person or by proxy, il was un-
animOusly resolved that Articles ~, ',
lows:
Iv.-The capital stock of this corpora
ton is hereby fixed at ST50,000. divided
into and represented by 800 shares of
the par value of 500 each. Said stock
shall consist of two classes, namely, of
Section l. There shall be issued Pre-
ferred stock to the extent of 500 900 di-
vided into and represented by 1000 shares
of the par value of 500 each. This Pre-
ferred stock shall be entitled, in prefer
ence to and in priority over the Common
Stock of this corporation, to a dividend in
each year at the rate of seven per ccntum
(7%o) payable out of the profits of the
Company. The said stock shall be en-
titled to no other or additional dividend |
or share of the profits or earnings of the |
company, except the aforesaid 10, which |
said dividend shall be cumulative. mol
dividend shall be paid on the Common |
Stock until the aforesaid cumulative divi-
dend of 10 on the aforesaid Preferred
Stock shall have been declared and set
aside for payment to the preferred stock
holders. The dividends due on the pre-
ferred stock hereunder shall be paid by the
company without deduction for any tax
uow or hereafter levied under the author
ity of the United States or of the State
of Louisiana or any political sub division
thereof. In the event of the liquidation or
dissolution of the corporation from what
ever cause voluntary or inyOluntarily,
the holders of the Preferred Stock shall
be paid by preference, in full over the
holders of the Common Stock, the par
value of their shares, together with any
dividends unpaid. at the rate of 20 per
annum to the date of dissolution or iiqui-
datiOn. No voting power shall be vested
in or exercised by the holders of the
aforesaid Preferred Stock except as ueCes-
STATED under the laws of the State of
Louisiana. At any meeting, general or
special, the board of directors shall have .
full and complete authority to retire the !
whole or any part of the outstanding Pre- :
ferred Stock upon setting aside for pay :
ment to the holders of the same $l05 per :
share and all dividends due thereon. No =
tice of such meeting shall be given for ,
thirty days, either by publication in a I
daily newspaper of the city of New Or n
leans once week during said thirty =
n al no nf ha If
ectOrs, by sending a written notice to the 5
at the last known address. I
Should any of said stockholders b. I'M I
Wiling to receive the amount due for re- a
firing the stock, or should the address of e
my of the stockholders be unknown, then b
he amount necessary to redeem such D
took shall be deposited in any bank or c
rust company in the city of New Orleans f,
.istered mail to the last known address "
Il the owner of the stock, and if no ad Ct
ress is known, by sending il to general
elvcry, New Orleans. From and after Il
osited with the bank or trust company, al
$ aforesaid, the same shall be at the HI
ntire risk Of the stakeholder. and all re- eI
possibility of the company shall termi- OF
ate and all interest of the stakeholder vi
hall cease, and all rights and claims of oil
ny kind or character against the COM GO
any arising out of the holding or owner al
hip of said shares shall cease. Should a al
ortion of the said stock only be retired, h'
hen the number of shares so retired shall as
e distributed proportiOpately among the oI
olders of the said Preferred Stock. aud pt
ny fractional shares may, at the option 90
the board of directors, be retired by 81
etiring a share, more or less, as the di- III
actOrs may determine. III
Section 2. The Common Stock of this 70
)rpOratiOn is fixed at the sum of $3.50 900 y!
ivided into and represented by $500 ~
lares of the par value of 500 each. The nc
ommOn Stock shall be entitled to all divi- ~ 81
ends earned and declared by the board CT
directors, subject only to the provi- On
ons hereinabOve set out with -espect TO y,
lie prior payment of dividends TO the pre- mr.
FRED stockholders In the event Of the de
issOlutiOn or liquidation for whatever Sc
luse. voluntary or involuntary, the rights
the Common stockholders to share in no
lie distribution OF the assets of the cor or
)ratiOn shall be deferred to the rights of of
lie Preferred stockholders as hereinabove II
rovided. All voting rights and powers
this corporation shall be vested solely M
the Common Stock, except as otherwise ex
rovided by the law Of the State of Louis bu
ma. de
Section 3. All stock shall be paid for ii,
cash or property, as provided by law. oh
, by an issue Of stock dividends out of an
lie surplus and profits accumulated and st,
ndistrfbuted, and In such manner and de
lstallments as the board of directors fa
ay determine, and such stock shall be ma
III paid and worcestershire. The board do
directors Is hereby, in its discretion, to
sue stock dividends. an
Section 4. The capital stock Of this cor
,ration may be increased to the sum of TIL
100000 and such increase may be made tn,
either Preferred or Common Stock. or 6!
'th. as may be determined and in such an
mount as may be determined up to the of
oresaid sum of sl,O00,OOO. Ali trans On
rs of stock shall be made on the books
the company OH the surrender of the or
tstanding certificates, and in accordance rer
tn such rules and regulations as may eqt
pm time to time be prescribed by the ant
ard OF directors. No stakeholder shall ant
We the right to sell or dispose of his pre-
)ck or pledge or cucumber the same !
thout first Offering ii in writing, to the goi
her stockholders, through the board of 10
'ectors, at price not in excess of the per
ok value of the stock as shown by the sna
Z preceding inventory and financial per per
tement of the cOmpany's business. The Sha
q stockholders shall, in proportion to III
vs. notice Within wb;ch ., MY this
ck and should any stakeholder not de- me me
e TO purchase his proportion of the ~.
'ek then the remaining stockholders I'll
basis of the valnstion s,at nv sahe VI tina
rton to their respective holdings, and me.
|, same then the re- s 81 10 purcha1e stoC
rchasa the SANE O. vi unectors may be
nv. II is 1nderstooS ,Sat OF tne COM Pre-
ID hereunder is issued in accordance h. l
N and held subject to these provisions he
An the corno-o.o - regl
poration shall be vested in and eyer -
I'd by board of directors composed of sba
stockholders, to be elected annually dis
the third Monday of January. All such ing