The herald., 1922-06-29
CHARTER.

nrovided. II shall be first offered to the
stockholders of the company in proper
ton to their ownership OF stock, as
shown by the books of the company,
and should any stakeholder refuse or
fail to purchase the stock allotted 10
him. il shall be offered to the remaining
stockholders in proportion TO their own,
ership Of stock. and this process shall
| be continued until all the stock Is sold.
II the stockholders fail or refuse to pur-
chase the stock, it shall be sold TO Other
persons.
Preferred stock, when issued. shall not
exceed ten QO) per cent cumulative divi-
dends, payable semi annually, on such
dates as may be determined by the Board
OF Directors, out Of any and all surplus
or net profits before any dividends shall
be declared. set apart for; or paid upon
the common stock. Said DIVIDENDS on
the preferred stock shall be cumulative
so that IL the corporation shall fail in
any fiscal year to pay such DIVIDENDS
on all of the issued and outstanding pre-
ferred stock, such deficiency In the dlvl.
dends shall he fully paid with interest
not to exceed eight Isl per cent, before
any dividend shall be declared set apart
or paid upon the common stock SUP
ferred stock shall not be entitled to par
ticipate in any other or additional earn
ings or profits OF the corporation. Pre-
ferred stock may be retired by lot al
any dividend period, out of the earnings
OF the company, at One Hundred ana
Five Dollars (s1O5.0O) per share, plus
accumulated DIVIDENDS ana interest," theie
on.
In the event of the dissolution or
liquidation of the corporation. or the
sale of all of its assets, whether voiuI.
tary. or involuntary. or In the event %, OF
its insolvency or any distribution of Its
capital, there shall be paid to the holders
of the preferred stock the par value
thereof, to-wit: One Hundred Dollars
all unpaid accrued dividends and in
terest thereon, before any sum shall be
paid or any assets distributed among
the holders of the common stock; ana
after the payment to the holders of the
: preferred stock OF its par value and the
unpaid accrued dividends, with intereS'
thereon, the remaining assets and fund'
OF the corporation shall be divided among
and paid to the holders of the common
: stock according to their respective
shares.
The Board of Directors. in their dis
cretion out of the earnings surplus
NAV declare and pay dividends on the
: common stock concurrently. with divi
dends 'on the preferred stock for any
dividend period of any fiscal year; pro
= interest on the preferred stock for al
previous years shall have been paid il
, full.
All outstanding common stock shall b.
: entitled to one % vote. either in person
or by I>roxy, at all meetings of the stock
, holders the preferred stock shall not b.
entitled to any vote.
No stakeholder shall have the right e
, sell his stock until he first offers tn
, same. through the Secretary of the com
r pany, to the other stockholders of tn
i company, in the manner provided hereil
t for the sale of increased stock for
value. as shown by the last trial balanc
of the company.
ARTICLE V The powers of this cor
poration shall be vested in and exer
cised by board of four a. directors
three of whom shall constitute a quorum
The board shall be divided into two q
divisions. two (2) members to division
: designated as Divisions No. l and No.
!: The Following persons shall constitut
{ the first Board of Directors:
Division No. /: Henry Il. De Bardele
:. ben. Robert u. Reeves.
Division riis Po,S No; = Wesley Merritt an
All directors shall be entitled to on
~ vote, either in person or by, proxy
:. but the proxy must be stockhoidel
5 either as officer or otherwise, shall b
e entitled to but one (D vote.
s. In the event Of vacancy In Iivlslo
No. for any can eanse: his successor h sha I
=. Division No. 1 for the une1pred term
in the event Of a vacancy in Divisio
No. for any cause. his successor sha
be elected by the surviving member q
Division No. 2.
ARTICLE VI. The officers Of this col
poration shall be a President and tw
Vice-Presidents and Secretary Treas
urer. The right is hereby given to an
vested in the Board OF Directors at an
y time in their discretion to divorce til
u offices Of Secretary and Treasurer an
Y constitute different persons as Secretar
10 and Treasurer; the right is also hereb
- given to and vested In the Board {
l. Directors, at their discretion. to combir
: any two offices or to divorce them
y offices and thereafter destroy them.
u The first officers Of this corporatio
- shall be: Robert n. Reeves. President
a Henry T. De Bardeleben. Vice President
~ Wesley Merritt. Vice-President: Charlt
- Fowler, Jr.. Secretary Treasurer.
"A The Board OF Directors and Officer
20 aforesaid shall continue in office unit
9 the second Tuesday in the month Of Jun
20 A. ID. 1923. on which date and annual
- thereafter their successors shall be cleo
> ed, unless said date shall be a holida
n in which event the election shall be he
a on the next legal date thereafter.
a. Failure to hold an election on the ds
40 specified shall not dissolve the corpor
ID ton, but the directors shall hold the
lv be held after thirty days written noti
~ Of the time and place thereof. mailed
or each stakeholder of record at his Ia
known address.
Of ARTICLE VII. The names and pos
90 office addresses of the subscribers
IN articles Of Incorporation and a stateme
on of the number Of shares Of stock whi
each has agreed to take are as follow
Robert ~. Reeves, New orleans, La. Il
r shares: Henry #. De Bardeleben. BirI
rs ingham. Ala. $50 shares; Wesley Merri
ne Galveston. Texas, $50 shares: Charl
Sc Fowler. Jr., Galveston, Texas, $50 shar'
,s ARTICLE VIII. Whenever this co
nd poration is dissolved. either by limitati
~ or for any other cause. its affairs sh:
Of be liquidated by the Board Of Director
nd who are hereby vested with full pow
~ to sell any or all assets Of the corpC
80 alton. either separately or in a ma
q and to convey full and complete iii
er thereto. and shall have full power
&c do and perform all acts necessary a
Or proper to fully and completely liquids
70 the affairs and distribute the procee,
% II any, among the stockholders Of Il
nd corporation, in proportion to the amOu
70 of stock held by each.
or This act of incorporation may
n amended, altered and modified, or Il
m corporation dissolved, in the manner pl
hit vided by law.
Thus done and passed in my nOtar
IN office in the city of New Orleans, pari
res Of Orleans, state Of Louisiana, on
"a day. month and year first above writ,
ne in the presence of Gustave Lemle a
Dy Arthur A. Moreno, competent witness
Oh who hereunto sign their names, togetf
% with the parties hereto, and me, Nota
Ell after a reading of the whole.
he Original signed y Robert n. Reev
or for one hundred and fifty (150) shar,
es Henry T. De Bardeleben, for one hJ
all dred and fifty 15O) shares; Wesley NJ
vi hun