The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-19
CHARTER.

q
exercise thereof. as conferred by the laws
of the State Of Louisiana upon corpora
tons organized under the provisions ot
the General Corporation Act OF 1914,
ARTICLE iiI-Thr dOmlcile OF TINS
corporation shall be In the City of New
Orleans. Parish of Orleans, State OF Lon
i>iana. and all citations and other ltEal
process shall be served upon the presi-
dent of this corporation. or, in case OF has
| absence. upon the vice president, or, IN
case of absence of both of these officers,
upon the secretary treasurer.
ARTICLE lY-The capital stock of TINS
corporation is hereby declared to be FIT
! ~ Thousand Dollars (SjOOOOOOt. which
/ may Ice Increased from time to time, in
/ the manner provided by law, to One Nil.
/ lion Dollars GI.OoU 600 co. a.y part ct
which increase may be preferred stock
| as hereinafter provided.
! said capital stock of Fifty Thousand
I Dollars $50 600 OOl is divided into hNe
/ hundred shares t5OO) OF One Hundred Dol
| lars tSlUouul each, which said common
I stock shall have a voting power Of one
! % vote for each share of stock. winch
vote may b" cast by the stakeholder in
person or by proxy. at all gem raj cleo
ton> or meetings of the stockholders, and
the aforesaid proxy need not he stock
holder of the corporation. Said capital
stock * 10 be- paid for IN the manner
provided by law.
), In the event of an increase Of the capt.
tai stock of this corporation a> herein
provided. it shall be first offered to the
stockholders of the company III th" pro
portion to their ownership Of stock IS
| shown by the books of the company, and
. should any stakeholder refuse OF fail TO
purchase the stock allotted to him, II shall
D be offered TO the remaining stockholders
r in proportion to their ownership of stock,
and this process shall be continued until
. all the stock is sold. If the stockholders
- fail refuse to purchase the stock, 1t
1 shall be sold to other persons.
u Preferred stock, when issued, shall not
lex ton
u dividends. payable scmiannually On such
II dates as may be determined by the Board
{ of Directors. out of any and all surplus
4 or net profits before any dividends shall
T, be- declared set apart for paid upon
4 the common stock. Said dividends on the
: preferred stock shall be cumulative, 50
I that if the corporation shall fail in any
fiscal year to pay such dividends on all
of the issued and outstanding preferred
4 stock, such deficiency in the dividends
shall be- fully paid, with interest not To
} exceed eight per cent go before any
dividend shall be declared, set apart or
paid upon the common stock. Subject To
3 | the foregoing provisions, the preferred
stock shall not be entitled To participate
in any other or additional earnings or
profits of the corporation. Preferred
| stock may be retired by lot at any divi-
dend period out of the earnings Of the
- company at One Hundred Five Dollars
L tSlO5lOO) per share, plus acculumated div
idendS and interest thereon.
, In the event of the dissolution or Hqui-
~ datOn of the corporation, or the sale of
n ali of its assets whether voluntary or IN
~ voluntary, or in the event OF ITS lnSol-
| vency or any distribution Of its capital
there shall be paid to the holders of the
:, preferred stock the par value thereof to-
70 wit: One Hundred Dollars (SlOOOO) per
IL share, and the amount of all unpaid ac-
mr. crued dividends and interest thereon, De-
a fore any sum shall be paid or any assets
as distributed among the holders of the
r common stock; and after the payment to
rs the holders Of the preferred stock of its
,o par value and the unpaid accrued divi-
r dendS with interest. thereon the remain
n, ing assets and funds of the corporation
all shall he divided among and paid TO the
of holders of the common stock according 10
no their respective shares.
liz The Board of Directors in their discre-
,r ton out of the earnings or surplus may
ID declare and pay dividends on the common
n stock cOncurrently with dividends on the
RS preferred stock for any dividend period
he Of any fiscal year. provided that all ac-
es cumulated dividends and interest on the
dy preferred stock for all previous fisca
or years. as well as the current dividends
es- | thereon. shall have been paid in full.
All outstanding common stock shall b'
his entitled to one % vote, either in person
uff or by proxy. at all meetings of the stock
on holders, the preferred stock not being en-
~ titled to any vote.
No stakeholder shall have the right Il
SEES sell his stock until he first offers thu
ire same. through the secretary of the com
|
Ill company in the manner provided hereiI
rm for the sale of increased stock for period
ok of thirty 800 days. at its book value al
Ter shown by the last trial balance of tn
in company.
~, ARTICLE v-The powers Of this cor
lg poration shall be vested in and exercised
its by a board of five 90 directors, three 81
is | of whom shall constitute n quorum. TIT
ed right is hereby given to and vested in thu
n Board of Directors to any time increase
lg, or decrease their Number, provided thai
ng at no time shall there be less than three
p- CD or more than nine 90 directors.
ST majority of the Board of Directors shall
ng at all times constitute a quorum for the
Is, transaction of business.
es. The following persons shall constitute
IN the first Board of Directors: Fred W
he Salmen. Leroy r. Miles, Homer G. Frit
~ chic, Albert Salmen and Fritz Salmen
ne All directors shall be entitled to one
is. % vote. either in person or by proxy
Ter but the proxy must be a stakeholder.
PC In the event of death, resignation, oil
es- otherwise of any directors, the remaining
or directors shall elect successors for th'
81 uneXpired term.
ST. The officers of this corporation shall b.
ng a president a vice-preSident and secre
On tary-treasurer. The right is hereby giveI
* TO and vested in the Board of Director
lb at any time in their discretion to divorce
ry, the offices of secretary and treasurer an'
EN- constitute different persons as secretar!
ell and treasurer; the right is also hereb!
md given to and vested in the Board OF Di
ion rectors at their discretion to combine an,
to two offices or to divorce them at thei
els pleasure or to create additional Office
up and thereafter destroy. them.
sell Fred W. Salmen shall be first presi
'es- dent Leroy Il. Miles shall be first vice
try president and Homer G. Fritchie shall b
ore the first secretary treasurer.
in The Board of Directors and othcer
md aforesaid shall continue in Office until tn
rk, second Tuesday in the month of Marcl
IND A. D. 1923. on which date and annual
all thereafter their successors shall be elected
OF unless said date shall be a. holiday,
'ut- which event the election shall be held o
lelr the next legal date thereafter.
sell, Failure to hold an election on the da
and specified shall not dissolve the corpori
and ton but the directors shall hold the
pen respective offices until an election sha
Der be held after thirty days written noti'
ana of the time and place thereof mailed
or each stakeholder OF record AT his la
iher known address.
ates ARTICLE VI-The name and postoft
'on. addresses of the subscribers to these a
vel ticles of incorporation and the stateme
ana of the number of shares which each h
vote agreed to take are follows:
pro- Fred W. Salmen, New Orleans, La, i
iNe shares.
les Leroy T. Miles, Slidell, La, 125 share
ana Homer c. Fritchie, Slidell La, 1 shal
any Albert Salmen, Slidell, La, 124 shar'