The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
CHARTER.
AMENDMENT TO HARTER OF PELi-
CAN COLD STORAGE a WARE
HnISINE COMPANY LTD


leans, BE it known That on this 18th day
of the month of July, in the year of our
Lord one thousand, nine hundred anu
twenty-five, and of the Independence OF
the United States OF America the one hun
dred and forty seventh, before me William
j. Guste, notary public duly commits
stoned and qualified in and for the Parish
of Orleans, State of Louisiana, therein
residing. and in the presence OF the wit
nesses whose names are hereuntO sub
scribed personally came and appeared.
Chas II. Behre the president of Pelican
Cold Storage & WarchOusing Company
Ltd a corporation duly created and or
ganized under the laws of the State Of
Louisiana, by act before j. Marshall GUN
terO, notary public, on the 10Th day Of
February, 1904, recorded in the Mortgage
Office for the Parish of Orleans, in Book
ISL folio pa. who declared that at D
special meeting of the stockholders OF be
Pelican Cold Storage NarehOuSihE
Company, Ltd, held on the 9th dag Of
July, 1922 being an adjourned meeting OF
the stockholders adjourned from tine 2tih
day of June, 1922, at which injecting al
of the capital stock Of said corporation
was represented by the owners or holders
thereof, in person or by proxy, II was I'M
animouSly resolved that Articles ~, ',
VII and VIII be amended to read as lOl-
lows:
IV-The capital stock of this corpora
ton is hereby fixed at $4,000, divided
into and represented by 1900 shares OF
the par value of 800 each. Said stock
Common Stock and of Preferred Stock.
Section /. There shall be issued IRE
fcrred stock 20 the extent of 500 900 dl-
Nidcd into and represented by 1000 shares
of the par value Of 500 each. This Pre-
fcrred stock shall be entitled, in prefer
rnce to and in priority over tue common
Stock of this corporation, to dividend IN
each year at the rate OF seven per crhIuh
(7G1 PAYABLE out of the profits of the
Company. The said stock shall be en-
titled to no other or additional dividend
/or share Of the profits or earnings OF ihe
Z company, except the aforesaid 70, which
said dividend shall be cumulative No
dividend shall be paid on the COMMON
Stock until the aforesaid cumulative dlVl.
dcnd of 10 on the aforesaid Preferred
Stock shall have been declared and set
aside for payment to the preferred stock
holders. The dividends due on the pre-
frrred stock hereunder shall be paid by the
company without deduction for any tax
now or hereafter levied under the author
ity of the United States or of the state
of Louisiana or any political ub-dlNlSlon
thereof In the event of the liquidation or
dissolution of the corporation from what
ever cause. voluntary or Involuntary,
the holders of the Preferred Stock shall
be paid by preference, III tuli over the
holders of the Common Stock, the par
value of their shares. together with any
dividends unpaid. at the rate OF 20 per
annum to the date of dissolution or iqul-
datiOn. No voting power shail De NeStSi
i'm or exercised by the holders OF tbe
aforesaid Preferred Stock except as neceS-
STATED under the laws of the state OF
Louisiana. At any meeting, general OF
special, the board of directors shall nave
fun and complete authority to retire the
whole or any part of the outstanding Pre-
ferred Stock upon setting aside ioc pay
ment to the holders of the same 500 per
share and all dividends due thereon. No
tice of such meeting shall be given for
thirty DAYS either by publication in
daily newspaper of the city OF New Ut
leans once a week during said thity
tha anti of 10 n III IL
TeCtors, by sending q written notice 10 the
stockholders at the last known address
Should any of said stockholders d. I'M
willing to receive the amount due Tor re
firing the stock, or should the address of
any of the stockholders be unknown, then
the amount necessary to redeem such
stock shall be deposited in any bank or
trust company in the city of New orleans,
and notice thereof shall be sent by re-
gistered mail to the last known address
of the owner of the stock, ana IL no 40,
dress is known, by sending it to general
delivery, New Orleans. From and after
the time that the sum due shall be de-
posted with the bank or trust company,
as aforesaid, the same shall be at the
entire risk Of the stakeholder, and all re
sponsibility of the company shall term-
nate and all interest of the stOckhOlder
shall cease and all rights and claims of
any kind or character against the com
pany arising out of the holding or owner
ship of said shares shall cease Should
portion of the said stock only be retired,
then the number of shares so retired shall
he distributed proportionately among the
holders of the said Preferred Stock. aud
any fractional shares may, at the option
of the board of directors, be retired by
retiring a share, more or less as the d.
rectors may determine.
Section .. The Common Stock of this
corporation is fixed at the sum of S6JOOoo
divided into and represented by 900
shares of the par value of 500 each. The
Common Stock shall be entitled to all diyi-
dends earned and declared by the board
of directors, subject only to the provl-
siOns hereinabove set out with respect TO
the prior payment of dividends TO the pre-
ferred stockholders. In the event OF the
dissolution or liquidation for whatever
cause, voluntary or Involuntary, the rights
of the Common stockholders to share IN
the distribution of the assets OF the cor
poration shall be deferred to the rights of
the Preferred stockholders as hereinabove
provided. All voting rights and powers
of this corporation shall be vested solely
in the Common Stock. except as otherwise
provided by the law Of the State Of Louis
lana.
Section 3. All stock shall be paid for
In cash or property, as provided by law,
or by an issue of stock dividends out of
the surplus and profits accumulated and
undistributed, and In such manner ana
installments as the board OF directors
may determine, and such stock shall be
full paid and non assessable. The board
of directors is hereby, in its discretion,
vested with full power and authority 10
issue STOCK OlNlueuus
section 4. The capital stock Of this cor
poration may be increased to the sum OF
$lOOOOOO and such increase may be made
in either Preferred or Common STOCK, OF
both, as may be determined and in such
amount as may be determined up to the
aforesaid sum of $1,000,000. All trans
fers OF stock shall be made on the books
of the company OIL the surrender of the
outstanding certificates, and In accordance
with such rules and regulations as may
from time to time be prescribed by the
board Of directors. No stakeholder shall
have the right TO sell or dispose of his
l. stock or pledge or cucumber the same,
Y without first offering il in writing, to the
other stockholders, through the board of
directors, at a price not in excess of the
book value of the stock as shown by the
last preceding inventory and financial
statement of the company's business. The
said stockholders shall. in proportion to
their respective holdings, have thirty
days notice within which to buy said
stock and should any stakeholder not de-
sire to purchase his proportion of the
stock, then the remaining stockholders
shall be entitled to purchase the same on
the basis Of the valuation stated. in pro-
portion to their respective holdings, and
should no stakeholder desire to purchase
the same. then the board of directors may
purchase the same for account of the COM
pany. Ii Is understood that all stock is-
sued hereunder is issued in accordance
with and held subject to these provisions
of the charter.
VAN the corporate powers of said
cised by a board Of directors composed of
GwvA 81 hnIA 70 In aln tod laU