The herald., 1922-09-07
CHARTER.

each of authorized preferred stock, 10 be
paid for IN cash and ten thousand shares
of common stock of par value of one hun
dred (Sl0000) dollars each OF authorized
common stock. to be paid for in cash or
its equivalent; this corporation to be a
going concern upon the issuance to the
stockholders of thirty-two hundred and
fifty shares of preferred stock and forty
five hundred shares Of common stock. the
remainder of said stick to remain in the
treasury and to be issued by the board
of directors on such terms and conditions
as they may see fit provided that said
stock shall not he issued or sold for less
than its par value.
The preferred stockholders shall have
the first right to subscibe TO the author
lied preferred stock and the common
stockholders shall have the first right 10
subscribe TO the authorized common stock
The preferred stock shall receive divi-
dendS at the rate of eight per cent per
amman out of the profits Of the company.
and no more, payable in semi-annual in
stalments on the first day of January
and the first day of July each year D:
which dividend shall be cumulative and
no dividends on the common stock shall
he paid until all dividends due aud cumu-
lative on the preferred stock shall have
been paid or set aside.
The common stock shall receive the re
mainder of the net earnings Of the com
pany, or so much thereof aS NAV be dis
tributed by the board Of directors and not
IfS'INfu LOT SUCH surplus OF nn0lNlUpf
profits or special reserve fund as herein
after stated.
on or about the first day Of July, 1927
and each year thereafter. so long as the
preferred stock shall remain outstanding.
there shall be set apart and deposited
with the Registrar as a special reserve
fund ont of the net profits of the company
remaining after all accrued dividends up
on the preferred stock shall have been
paid, an amount equal to at least eleven
tbOuSgD6 1911 600 OOl dollars for bc
poses hereinafter provided. On or before
July LIST. 1921, and each year thereafter.
any preferred stockholders desiring to re-
ceive cash for his stock shall have the
right to send in n bid directed to the
registrar of the stock of the company.
stating the least he will take for said pre-
fcrred stock which shall not he more than
one hundred ten CS110OM dollars per
share: and il shall he the duty of the
registrar to allot. so far as in his power
lies, TO the lowest bidder so much of the
eleven thousand S11 .Oa0OO) dollars re-
served on the date aforesaid: and IL his
hid shall not equal the eleven thousand
(Sll OOOW) dollars reserved on the dat"
aforesaid and IL the amount Of his stock
does not call for the eleven thousand
ISL cocoon dollars in toto, the next low
est bidder shall receive ont of said fund
his quota and the next lowest bidder his
quota. until the entire eleven thousand
fs1t.0O0 00) dollars shall have been ali
Sorhed in this manner. If the preferred
stockholders require it.
In case two or moro competitive bids
shall he for a like sum. the amount OF
the eleven tfouSand 1911 0OO OM dollars or
such surplus as remains shall he divided
equally between the two or more cOmpeti-
tive bidders: or II this cannot b" con
venientlv done, the registrar shall have
the right to decide nv lot which of the
competitive bidders shall. receive payment
for their stock ont of said special fund
The said reserve fund Of eleven thons-
and (S11 .o0000) dollars shall he deposited
bv the company ten GO) days previous to
July LIST. 1921. and each year thereafter.
with the right 10 the holders of the pre-
farred stock to hid therefor so long as
there is any preferred stock outstanding.
If the fund so deposited is not fully ali
in any year, the amount not absorbed may
he Withdrawn nv the company after Au-
gust LIST. OF such year.
ARTICLE V-The corporate powers of
this corporation are hereby vested In n
board 81 directors. consisting of thirteen
stockholders
The election Of the board Of directors
consisting Of thirteen stockholders. rs
aforesaid. shall he held on the second
Monday in March annually. All the cleo
lions shall no by ballot and conducted
under the supervision OF two (2) com
miSSionerS. to be appointed by the board
Of directors for that purpose.
Notice of said election shall be given ten
days prio to the meeting of stockholders
by mailing each known stakeholder To
such address as shall have been furnished
nv him to the company, or by puhlica-
ton inserted in one of the New Orleans
napers. three times in ten days, previous
TO said election.
Preferred stockholders shall elect three
directors. the common stockholders, ten
directors.
Vacancies occurring IN said board. from
whatever cause. shall be filled by the re
naming directors.
The said board Of directors shall make
all bylaws. rules and regulations for the
government Of the business and affairs OF
the company, and alter, amend and chang"
the same at pleasure.
And the said appearer rurtner declared
that he Is authoized, empowered and di-
rected TO sign and execute all necessary
acts and proceedings to carry out and
effects the said amendments; and he
does now appear before me. notary. IN
order to make proper notarial record of
said amendment and to have same re
corded as required by law, all of which
will more fully appear by reference to a
certified copy of the minutes Of said
stockholders meeting, hereto attached.
Thus done and passed in by office in
the City of New Orleans. on the day and
in the month and year first above writ
ten and In the presence OF l. de Nilleneuve
and Paul f. Chaser, competent witnesses,
who have hereuntO affixed their sigma
lures, with the said appeare and me, no.
tary. after due reading of the whole.
Witnesses: Paul f. Chasez. /. de vii
leneuve.
(ORIGINAL sIGNED)
LUCAS Z. MOORE.
(SeaD WILLIAM J. GUSTE,
Notary Public.
Recorded Parish of Orleans. NJ. o. Il.
1903. folio 500.
A true copy:
(SeaO WILLIAM +. GUSTE,