The herald. [volume] (New Orleans, La.) 1905-1953, 1922-06-15
CHARTER.

shown by the books of rh" company.
and should any stakeholder refuse or
fail to purchase the stock allotted to
him, it shall be- offered To the remaining
stockholders in proportion 10 their own
erShip Of stock, and this process shall
be continued until all the stock is sold.
lf the stockholders fail or refuse TO pur-
chase the stock. it shall Toe sold to other
persons.
Preferred stock, when issued shall not
exceed ten tlOD per cent cumulative divi-
bends, payable Semi-annually. on such
dates as may be determined by the Board
or 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 hScal year to pay such dividends
on all of the issued aud outstanding pre-
ferred stock. such deficiency in the divi-
bends shall be fully paid, with interest
not to exceed eight 81 per cent, before
any dividend shall be declared. set apart
or paid upon the common stock. Sub
tect To the foregoing provisions, the pre-
ferred stock shall not he entitled to par
ncipate in any other or additional earn
ings or profits of the corporation. Pre-
ferred stock may be retired by lot at
any dividend period, out of the earnings
Five Dollars (SlOJOO) per share. plus
accumulated dividends and interest there
on.
In the event of the dissolution or
sale OF all of its assets, whether vOlun-
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
k1OOOO) per share. and the amount Of
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; and
after the payment TO the holders of the
preferred stock of its par value and the
unpaid accrued dividends with interest
thereon. the remaining assets and funds
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
! ! erection. out of the earnings or surplus,
may declare and pay dividends the
common stock cOncurrently, with divi-
dends on the preferred stock for any
dividend period of any fiscal year; pro-
, vided that all accumulated dividends and
interest on the preferred stock for all
previous years shall have been paid in
full.
All outstanding common stock shall be
entitled to one CD vote. either in person
or by proxy, at all meetings of the stock
holders; the preferred stock shall not be
entitled to any vote.
No stakeholder shall have the right to
: sell his stock until he first offers the
! ! same, through the Secretary of the com
, pany, to the other stockholders of the
company, III Ine manner PROVIDED nereln
for the sale of increased stock, for a
period of thirty 800 days at it's book
value. as shown by the last trial balance
Of the company.
, poration shall be vested in and exer-
{ cised by a board of four az directors
J three Of whom shall constitute a quorum
The board shall be divided into two t0
divisions, two (2) members to a division
! designated as Divisions No. l and No. 2.
The Following persons shall constitute
/, the first Board of Directors:
Division No. l.: Henry T. De Bardele-
ben. Robert ID. Reeves.
Division No 2: Wesley Merritt and
! Charles Fowler, Jr.
All directors shall be entitled to one
: az vote, either in person or by proxy,
! but the proxy must be a stakeholder.
member of the Board Of Directors.
: either as officer or otherwise, shall be
entitled to but one (D vote.
T IN the event of a vacancy in Division
No. l for any cause his successor shall
he elected by the surviving member OF
( Division No l for the unexpired term
in the event Of n vacancy in Division
No. . for any cause. his successor shall
be elected by the surviving member OF
Division No. 2.
ARTICLE VI. The officers Of this cor
poration shall be President and two
Vice Presidents and n Secretary Treas
2 urer. The right is hereby given to and
vested in the Board Of Directors at any
time in their discretion to divorce the
! Offices Of Secretary and Treasurer and
constitute different persons as Secretary
and Treasurer; the right Is also hereby
given to and vested In x$the Board OF
Directors. at their discretion. to combine
. any two offices or to divorce them at
offices and thereafter destroy them.
? The FIRST officers of this corporation
r shall be: Robert u. Reeves President;
D Henry T. De Bardeleben. Vice President:
, , Wesley Merritt, vice-President; Charles
J Fowler, Jr.. Secretary Treasurer.
: The Board OF Directors and officers
T aforesaid shall continue in office until
the second Tuesday In the month OF June.
: 4. u. 1928 which date and annually
I thereafter their successors shall be elect
4 ed, unless said date shall be a holiday.
in which event the election shall be held
5 on the next legal date thereafter.
Failure to hold an election on the day
. specified shall not dissolve the corpora
I. tion. but the directors shall hold theit
respective Offices until an election shall
be held after thirty DAVIS written notice
! OF the time and place thereof, mailed to
2 each stakeholder OF record at his last
c known address.
ARTICLE VII The names and post
= office addresses OF the subscribers to
4 articles Of incorporation and statement
: Of the number Of shares OF stock which
; each has agreed to take are as follows;
: Robert n. Reeves, New Orleans. La, $50
. shares: Henry r. De Bardeleben, Birm-
, ingham. Ala. $50 shares; Wesley Merritt
. Galveston. Texas. $50 shares: Charles
Fowler Jr Galveston. Texas $50 shares.
u y
r poratiOn is dissolved. either by limitation
or for any other cause. its affairs shall
= he liquidated by the Board OF Directors.
who are hereby vested with full power
a to sell any or all assets Of the corpor-
Q alton either separately or in n mass,
n and to convey full and complete title
Z thereto. and shall have full power to
' do and perform all acts necessary and
r proper to fully and completely liquidate
the. affairs and distribute the proceeds
9 II any, among the stockholders Of this
{ couAoration. in proportion to the amount
Of ..tock held by each.
I This act Of incorporation may be
amSnded. altered and modified. or this
, corporation dissolved, in the manner pro-
vided by law.
=, Thus done and passed In my notarial
office in the city OF New Orleans parish
Of Orleans. state Of Louisiana. on the
I day. month and year first above written.
, in the presence Of Gustave Lemle and
Arthur A. Moreno, competent witnesses
who hereunto sign their names. together
with the parties hereto. and me. Notary,
after a reading Of the whole.
(Original signed y Robert u. Reeves.
for one hundred and fifty GJ0) shares !;
Henry T. De Bardeleben. for one hun
dred and fifty G50) shares; Wesley Mer-
rift. for one hundred and fifty t15O)
: shares: Charles Fowler. Jr.. for one hun
. dred and fifty 050) shares
! Witnesses:
y A. A. MORENO.
GUSTAVE LEMLF.
v SFJJN y IFMJF