The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-02

As witness my hand and notariaI seal.
az New Orleans, La, this 18th day of
October, 1922.
CHAS. F. FLETCHINGER.
octl9-nov23 Notary Public.
CHARTER REORGANIZATION INC.
State of Louisiana. Parish of Or
leans. City of New Orleans. Be il
known, That on this 2Sth day of the
month of September. in the year nine
teen hundred twenty-five. and of the
independence of the United States the
one hundred and forty-seventh. Before
me, Herbert w. Kaiser. a notary pub
lie, in and for the Parish of Orleans.
duly commissioned. sworn and quali-
fled, and in the presence of the wit
nesSes hereinafter named and under
signed, personally came and appeared
the several parties whose names are
hereunto subscribed who severally de-
clared that. availing themselves of the
laws of the State of Louisiana in such
cases made and provided. they have
covenanted and agreed, and do. by
these presents, covenant and agree, and
bind themselves as we'll as all other
persons who may hereafter become as
ISOLATED with them. to form a corpor-
alton and body polite in law for the
objects and purposes and under the ar
ucles and stipulatiOns following. to-
wit:
ARTICLE 1.-The name of this cor
poration shall be FREEMAN-BARLOW
INC. and under its said corporate name
II shall have power and authority to
enjoy corporate existence and success
sion for the full term of ninety-nine
years. from and after the date hereof
to contract, sue and be sued. to make
and use a corporate seal. and 10 alter
and break the same at pleasure: to ac-
qulre by grant, gift or otherwise hold.
receive, hypothecate. convey, sell lease.
pledge, mortgage and dispose of prop
erty, real. personal and mixed: to is
sue negotiable bonSs and notes. or
other evidences of debt; to name and
appoint such managers, agents. direc-
tors and officers as it's business inter-
estS and convenienceS may require: to
make and establish as well as to alter
ana amend, from time to time such by
laws, rules and regulations for the
proper management of the affairs of
this corporation, as the same NAV be
necessary and proper: said corporation
snail have further power to acquire
sell and dispose of the capital stock in
other corporations, and further enjoy
and exercise all the rights and priv
lIeges and grants under the laws of this
State, and more particularly under Act
Zet or the Louisiana Legislature of
1914.
ARTICLE 1.-THE objects and pur-
poses for which this corporation is or
ganized and the nature of the business
10 be carried on by il, are hereby de-
clared to be: To conduct and carry on
the business of electrical machinery.
equipment, supplies, electrical construc-
ton. gas and steam, as well as to
transact general business in any
commodities and any other business
Incidental thereto or connected there
with.
ARTICLE III-The capital stock of
this corporation is hereby fixed at the
sum of fifty-five thousand dollars
tSo9:oOOOO). OF the par value of one
hundred dollars (s1OO.OO) per share. to
he divided into thirty-five thousand
twenty thousand dollars (s2O. 1000 O)
common stock; said capital stock NAV
be increased to five hundred thousand
dollars $500 900 0OD: which said capi-
tai shall be payable at such time and
IN such installments and under such
conditions as the Board of Directors
may determine. This corporation shall
be going concern and authorized to
DO business as soon as fifty per cent
of its authorized capital shall be sub
scribed for. and at least fifty per cent
or It's authorized capital shall be paid
Tor. Both the common and the pre-
lerred stock of this corporation shall
only he issued for cash, Or for services
rendered. merchandise. property or
other valuable considerations. enuring
10 this corporation, according to the
exclusive judgment and findings of the
Board OF Directors thereof.
ARTICLE IV.-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 re-
ceive out of the net profits of the cor
poration a fixed dividend of per cent
per annum; payable annually. to-wit;
on the 18th day of October of each
and every year, commencing with the
18th day of October, 1928, before any
dividend can be paid or set aside on or
Tor the common stock for the period
heretofore elapsed. The principaI or
par value of said preferred stock. with
cumulative dividends thereon at s per
cent per annum from date dividend
should have been paid. and arrears OF
interest on such dividends as herein
after fixed. shall be paid in full out
or 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.
me dividends upon the preferred stock
are TO be cumulative and bear SO per
annum interest from their maturity
date. as herein provided compounded
annually, so that if for any period. or
periods, the said dividends are not
paid. the right thereto shall cumulate
against the common stock; and all ar
rears OF such dividends so cumulated
and interest thereon, as herein pro-
can be paid on the common 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
10 be credited with dividends shall com
mence from the date of actual pay
ment of such stock
The Board of Directors shall have
the right and option of retiring the
preferred 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 dollars s1i0.0O) per share in
addition to the cumulated dividends
and interest thereon. If any. as here
lnabove provided for. Such retirement
shall be at the option of the Board of
Directors, and shall be effected by
payment out of the surplus funds: and
In no case shall such preferred stock
be retired under circumstances 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
previous notice in writing to the hold.
ers OF preferred stock of record after
drawing by lot in the presence of the
Board of Directors. Upon such notice
all dividends, interest and arrears shall
cease with respect TO such retired
stock.
Preferred stock shall enjoy no vot-
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