The herald., 1922-04-20
CHARTER.

herein expressed
ARTICLE Iv-The capital stock of this
corporation is hereby fixed at the sum OF
one hundred thousand $500 0OO.0O) dol
lars, divided into two classes, preferred
and common. in the proportion of fifty
thousand (SJ00O0.O0) dollars of preferred
stock and fifty thousand (S50,OOOOO) dol
lars of common stock. The capital stock
may be increased to the sum OF two
hundred thousand $500. 100000 dollars
The preferred stock is to be divided
into five hundred 5000 shares Of the par
value of one hundred (S100.00) dollars per
share and it shall be entitled TO receive
out of any and all surplus net profits
whenever ascertained, cumulative divi-
dends at the rate of six (6@G) per cent
per annum in each and every year here
after, payable at such periods as the
board of directors may determine. in pre-
ference and priority to any payment of
dividends on the common stock for the
period heretofore elapsed. The preferred
stock. however, shall not be entitled to
participate in any other general earnings
or profits beyond the said six 600 per
cent annual cumulative dividends. hut
shall be entitled to be repaid in full with
the accumulated unpaid dividends thereon
upon any distribution of the assets Of
said corporation or in the event of inSOl-
yency, liquidation. dissolution, or termina-
ton of its corporate existence, before any
distribution of capital or earnings shall
he made to the holders of the common
stock may be retired and redeemed by the
board of directors in its discretion at any
time in such manner and upon such no
tice as the board may determine. at the
price Of one hundred and ten and no 100
tSllO.OOl dollars for each share, together
with all accrued dividends thereon. II.
after providing for the payment in full
Of all dividends for any year on the pre-
ferred stock and any accumulated dvi-
bends that may be due on said stock for
preceding years. there shall remain any
surplus net profits. such surplus net
profits shall he applied by the board of
directors 20 the payment of dividends on
the common stock. not in excess of six
t6tC) per cent per annum, however. and
any balance thereafter remaining, may be
devoted TO the redemption and retirement
or all or any part of the preferred stock,
or may be applied to any other purpose
relating TO the cOmpany's business as the
board in its discretion may deem fit The
voting power of the corporation shall be
vested exclusively in the preferred stock
which Is to have the entire control and
management of the corporation. When all
OF the preferred stock shall have been re-
tired, then the voting power of the cor
poration shall become vested in the COM
mon stock.
The common stock is to be divided into
five hundred (500) shares of the par value
or one hundred and no 100 (S1OOO0) dol
lars each. IL shall have no voting power
whatsoever and the holders thereof shall
nave no right to participate in the control
or the corporation and the right of voting
is hereby expressly waived in connection
with any election OF directors or anyother
question. and no right is given the holders
OF said stock to participate in stock
holders meetings convened for any pur-
pose whatsoever.
No stock shall be issued except for labor
done. services rendered or money or pro-
perty received and no person or future
shall ever yalidly sell, assign
or transfer. other than by inheritance, any
of the preferred stock of this corporation
until the same shall have been first Of
fer"d in writing at the book value thereof
as or the first day of January last proceed
ing the date of such offer. to the remain
ing holders of the preferred stock, for the
dement, OF such stockholders as may desire
10 purchase the same, said offer to be ad
dressed to the board of directors, and ten
days shall be allowed for the acceptance
OF same in writing bv any of the pre-
ferred stockholders of the corporation
who may be willing to pay the book value
or said stock as shown by the books of
the corporation on the first day of January
last preceding the date of such offer. Each
holder of the preferred stock shall be en-
Titled to purchase the stock so offered in
the proportion that the number Of shares
owned by him at the time. bears to the
number of shares owned by the other
holders of the preferred stock who may
desire to participate in the purchase
corporation shall be vested in and exer-
Used by board of not less than three nor |
more than seven directors as may be de- |
.ermined in advance each year by the pre- |
erred re- stockholders, at the annual meeting |
Of the preferred stockholders or at any !
special meeting called for the purpose OF |
increasing or decreasing the number of
directors within the limitations of this
article. The first board of directors shall |
De Richard Il. Foster. whose post office 4
address is 2i22 Broadway. New Orleans. |
Louisiana; Joseph 3. Simmons. whose |
post office address is No. 10 Rosa Park, |
New Orleans. Louisiana; and Chauncey |
French. whose post office address is No. |
10 Audubon Boulevard. New; Orleans, |
Louisiana; with Richard r. Foster as
president; Joseph b. Simmons as vice |
president, and Chauncey French as secre-
ary treasurer. The above named board |
serve until the second Tuesday in Jan
nary. 1923, at which time. and annually
hereafter. the preferred stockholders |
'haii elect from their number, the direc-
BOARD of directors and each succeeding
board shall continue to hold office until
heir successors are elected and qualified
zach succeeding board of directors shall,
y their hrst meeting. following their
iectlon, select from their number a presi-
lent, one or more vice presidents and a
secretary -treasurer. The election of di
ectors shall be by ballot and the person
S'eNing the largest number of votes cast
nail De declared elected. Each share of
PREFERRED stock shall be entitled to one
ote at meetings Of stockholders but no
ractlonal shares shall be entitled to vote.
! majority Of the directors voting at any
lIne IN person, shall be required to pass
my resolution or adopt any bylaws
Vnich, when so adopted, shall become
ana corporate acts, provided a quorum
Il the directors were present in person.
n case OF vacancy on the board or among
ne onicers caused by death, resignation
r removal. the remaining members of the
acancy. - 'o'"
ARTICLE vI-Notice of all meetings
I stockholders for election of directors.
T for any other purpose, shall be given
4 writing by the secretary and n notice
nan be deposited in the mail at least
liteen days before the meeting is held.
ddressed to each preferred stakeholder at
is last known address, as the same shall
ppear upon the books of ylis CORPORA
on unless said notice is wal ged in writ
~ by all preferred stockholders appear
~ on the books. At all meetings of
Iockholders majority of the votes cast
hall be sufficient to determine ali oues-
ons voted upon, except the alteration
mendment or dissolution of this corpora,
on.
ARTICLE VII-This act of incorporation
IA! De altered, amended or modified or
us corporation may be dissolved by and
lth the assent of the holders of three
'urths in amount of its then outstanding
reIerred stock given at a general meeting |
the preferred stockholders to be con- |
ened after fifteen days prior notice to
gwen IN one of the daily newspapers !