The herald., 1922-03-02
CHARTER.

TO the General Delivery at New orleans
Louisiana, ten days prior 10 the redemp-
ton date. Such notice having Deeh sem
and the money required for sucs redemp-
ton having been deposited for that pur-
pose with any bank in the city OF New
Orleans designated by the directors, al
rights of the stock called for redemption
10 dividends after said redemption date,
shan cease and the holders thereof sHaiI
thereafter have recourse TO SAID deposl'
alone, and in no event 10 the salu coli
pany for the payment OF SAID redeenIeu
l stock or the dividends thereof; ana the
proyisiOns of this clause shall apply pro
rata in the case of pro rata redemptlohs;
and the holders of stock redeemed shdI
be entitled TO claim the amount due upon
the redemption only upon presentation
of their certificates for appropriate en-
dOrsement or Vs the case OF total pay
ments) cancellation.
Section g. The provisions of the fore
going section relate TO compulsory re-
demption of preferred stock by the cor
poration. The corporation shall also nave
the privilege and option Of calling IN ana
redeeming the outstanding preferred STOCK
in whole or in part on any dividend Iate'
at par plus all accrued and unpaid divi-
dends. In the event of voluntary or
optional redemption of part only OF the
preferred stock under this section. the
corporation shall have the right 10 deslS
nate the particular stock in the hands OF
the particular stockholders which IL de
sires TO retire. The intent and effect OF
this provision being that If the corpor-
alton elects voluntarily TO retire part
of its corporate stock under this section,
it shall have the right to retire the stock
of one or more stockholders and not the
stock of the others. All the provisions
of the preceding section relating TO no
tice of redemption and deposit of funds
covering such redemption and rights of
stockholders, after such notices and de-
post, shall apply equally in the case of
voluntary redemption and retirement o.
preferred stock under the present Sec
ton.
Section Z. The common stock shall be
entitled to all earnings of the corpora
tion over and above the cumulative divi-
dend of seven "a per cent per annum,
herein reserved for the preferred stock.
except that no dividend may declared
on the common stock until ~, accrued
dividends on the preferred - Ock have
been declared, and no dividends may be
| paid on the common stock until all ac-
! crued dividends on the preferred stock
| have been paid. In the event Of liquida-
| tiOn, dissolution or winding up, whether
voluntary or involuntary, of the cOrpor-
! alton, after the payment in full to the
preferred stock of its principal, at par
value. plus accrued and unpaid dividends
| If any, at the rate of seven "a per cent
| per annum, the remaining assets and
| funds of the corporation shall be divided
| among the holders of the common stock
in proportion to the shares held by them
| respectively.
Section s. The whole of the preferred
and /Or common stock of this corporation
or any part thereof, may be issued and
delivered to any person. firm or corpor
alton for property conveyed to this
corporation services rendered to il
and the Board hereinafter created is spe
cially authorized TO issue and dispose Of
| stock for property and services upor
such appraisement as in their judgment
may be fair and proper: provided always
that no stock shall be issued except upOI
the receipt by the corporation of pa
value therefor in property or services.
ARTICLE V. All the powers of thi
corporation shall be vested in a BoarC
composed of not less than three nor NOR
than five directors, each of whom shall
own at least one share of the common
stock. The precise number of director
within the limits above stated shall b,
fixed at the annual meeting of the stock
holders or at a special meeting called TO
that purpose; provided. that in the in
terval between stockholders meeting
the Board itself may elect additions
directors within the maximum numbe
above provided. If the stockholders shall
not have elected the same. The majorit,
of the Board shall constitute a quorum
The said Board of Directors shall b,
elected annually by the common stock
holders at a meeting of the common stock
holders to be held annually on the secont
Tuesday in February of each year, be
ginning with the year 1923 Cor the mex
legal day IL that be a holiday, aftel
notice given to each stakeholder by mai
at least fifteen days before the date o.
the meeting, addressed to the last des
ignated address of the stakeholder; or i
he or she has designated no address, theI
to the General Delivery, New Orleans
Special meetings of the stockholders ma,
be called by the Board at any time. ant
notice thereof shall be given in the man
ner provided for annual meetings; pro
vided, that in all cases all notices ma,
be waived by unanimous consent. Eacl
holder of common stock shall be entitle,
to one vote for each share of common
stock standing in his name on the book
of the corporation. said vote to be cas-
in person or by proxy, and a majorit,
of the votes cast shall elect Failure t
elect directors on the day above specific,
shall not dissolve the corporation, blu
the directors then in office shall remai
in office until their successors are elect
ed. The Board of Directors shall hav
power to fill all vacancies which ma
occur or in any manner arise or be ere
ated on the Board. even though n
quorum remain at the time such vacar
.. cies are to be filed. The Board shal
! elect from their number a President,
| Vice President, and Secretary-Treas
e urer; provided, that from time to tim
the Board may dispense with any Of sal
officers and /or may combine and Tor ser
e arate any of them, and Tor may elect sue
other officers as they may think prope
or convenient for the carrying on of I'll
q company's business, and may provid
: that such officers may not be member
= OF the Board Of Directors; and they sha
! fix the salaries Of the officers, agents an
employees.
!. At any meeting of the Board of Dire
q tors any director absent from the NEE
: ing may be represented by any otht
: director, who may cast the vote of III
absent director according to the write
: instructions, either general or special
Z said absent director. The Board of Dire
u tors shall have authority to make an
$ establish, as well as alter and amend, a
II bylaws, rules and regulations necessar
/ and proper for the support and manag
u corporation. and not inconsistent wit
s this charter: and they shall have pow,
/ to authorize the borrowing of money an
e the issuance of notes. and the eXecutio
:. OF pledges and mortgages, and general
II to do all things necessary or converter
II for the proper carrying on Of the busine.
J. Of the corporation. Until the gener
l. meeting of the stockholders for electio
i OF the directors. to be held in 1923.
e until duly qualified successors are cleo
= ed and installed, the Board OF Director
e shall be composed of the following: III.
;. Porter, Carondelet building. New o.
y leans; III. f. Porter. Carondelet Buildin
II New Orleans; A. w. Porter Carondel
i Building. New Orleans. Provided, IN:
l. the Board above named and any succee,
X ing Board may choose additional dire
e tors within the total numerical limit ,
l. the Board whenever such total limit sha
: not have been filled by the stakeholder
y OF the foregoing directors. II. J. Port,
l. shall be President: II. f. Porter, Vic,
: President, and A. W. Porter, Secretar,
L ARTICLE VI. This act of incorporate
Il may be changed, modified or amende