The herald., 1922-01-12
CHARTER.

corporation shall have further power tn
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 oil
this state, and more particularly under
Act 267 of the Louisiana Legislature OF
1914.
ARTICLE III. The objects and pur
poses for which this corporation is organ
lied, and the nature of the business To
be carried on by it, are hereby declared
to be: To conduct and carry on the
business of exporters and dealers in eN-
port cotton cotton linters and cOttonseed
products, well transact domestic
business in the same lines; to operate
as dealers and commission merchants III
sugars. syrupS and mOlasSes to take
over, acquire, succeed to, and conduct
the business and assets and goodwill of
the firm of GElSMAR & HERMANN. OF
New Orleans, La, as well as to transact
general business in any commodities
and any other business incidental thereto
or connected Herewith.
ARTICLE Ill. The capital stock OF
this corporation is hereby fixed at the
sum of One Hundred Thousand Dollars
(Sl0000OOO), to be represented by Five
Hundred 5000 shares of preferred stock
of the par value of One Hundred Dollars
CSlO0O0) each, and Five Hundred (JOOJ
shares of common stock of the par value
of One Hundred Dollars ($l00OO) each.
payable at such time and in such in
stallments and under such conditions as
the Board of Directors may determine.
This corporation shall be a going con.
Germ and authorized to do business as
soon as Fifty (50) Per Cent of its au-
thOrized capital shall be subscribed for.
and at least Fifty 500 Per Cent of all
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.
merchandise, property or other valuable
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
be entitled to receive out of the net
profits of the corporation fixed divi-
dead of Six 90 Per Cent per annum, pay
able annually, tO-wit: on the 18th OF
october in each and every year. COM
menciDg with the 18th of October, 1923.
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 (6) Per Cent per annum 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
the holders of common stock. The divi-
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 IL for any period or periods the
thereto shall cumulate against the com
mon stock; and all arrears of such
dividends so cumulated and interest
thereon, as herein provided, must be paid
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 (Sl1OOO) 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 IF the
surplus funds; and in no case shall such
preferred stock be retired under circum-
stances as would produce an impairment
of 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
can 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 divi-
dends. interest and arrears shall cease
with respect to such retired stock
Preferred stock shall enjoy no voting
power, and no holders or owners of pre-
ferred stock shall be entitled to any vote
with respect to such preferred stock, in
any of the affairs of this corporation or
meetings of the stockholders or directors
thereof, or otherwise.
ARTICLE v. In the event any holder
or owner of stock. as well as his widow,
estate or heirs, whether of preferred or
common, desires to sell or dispose of the