The herald. [volume] (New Orleans, La.) 1905-1953, 1922-06-22
CHARTER.

provided, II snail be nrSt OHered 10 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 to
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 10 pur-
chase the stock, it shall be sold TO other
persons.
Preferred stock. when issued, shall not
exceed ten QO) per cent cumulative divl-
dends, payable semi-annualiy, 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 If 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.
bends shall be fully paid. with interest
not to exceed eight (s) per cent, before
any dividend shall be declared, set apart
or paid upon the common stock. Sub
Ject to the foregoing provisions, the pre-
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 at
OF the company, at One Hundred and
Five Dollars (Sl0500) per share, plus
accumulated dividends and interest there
on.
liquidation of the corporation. or the
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
x1O0O0) per share, and the amount Of
all unpaid accrued dividends and in
he. hall
paid 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 intereS.
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 on the
common stock concurrently with divi-
dendS 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 he
entitled to one G) vote. either in person
or by proxy. at all meetings of the stock
holders; the preferred stock shall not be
entitled 10 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, in the manner provided herein
for the sale of increased stock for
period of thirty 900 days. at its book
value. as shown by the last trial balance
of the company.
ARTICLE V. The powers Of this cor
poration shall he vested in and eXer-
three of whom shall constitute quorum.
The board shall be divided into two (2D
divisions. two t2) members to a division.
designated as Divisions No and No. ..
The following persons shall constitute
the first Board of Directors:
Division No. l: Henry Il. De Bardele-
ben. Robert II. Reeves
Division No. 2: Wesley Merritt and
Charles Fowler, Jr.
All directors shall he entitled to one
% vote, either in person or by proxy,
but the proxy must be stakeholder.
A member of the Board of Directors.
either as officer or otherwise, shall be
entitled to but one a. vote.
In the event of a vacancy In Division
No. for any cause. his successor shall
be 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. .
ARTICLE VI. The officers OF this cor
poratiOn shall he President and two
ice-Presidents and Secretary-Treas-
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 the Board of
any two offices or to divorce them at
their pleasure. or to create additional
offices and thereafter destroy them.
The first officers Of this corporation
shall be: Robert II. Reeves, President;
Henry T. De Bardeleben. Vice President:
Wesley Merritt vice-President: Charles
Fowler. Jr.. Secretary Treasurer
The Board Of Directors and officers
aforesaid shall continue in office until
the second Tuesday in the month Of June
A. u. 1928 on which date and annually
thereafter their successors shall be elect
ed. unless said date shall be a holiday.
in which event the election shall be held
on the next legal date thereafter
Failure to hold an election on the day
specified shall not dissolve the corpora
tion. but the directors shall hold their
be held after thirty days written notice
OF the time and place thereof. mailed to
each stakeholder of record at his last
known address.
ARTICLE VII. The names and post
office addresses Of the subscribers TO
articles Of Incorporation and a statement
OF the number OF shares Of stock which
each has agreed to take are as follows:
Robert II. 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
ARTICLE VIII Whenever this cor
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
to sell any or all assets OF the corpor-
alton. either separately or in mass
and to convey full and complete title
thereto. and shall have full power to
do and perform all acts necessary and
proper to fully and completely liduidate
II any, among the stockholders OF this
corporation, in proportion to the amount
of stock held by each.
This act of incorporation may be
amended. altered and modified or this
corporation dissolved, in the manner pro
vided by law.
Thus done and passed in my notariaI
office in the city of New Orleans. parish
day, month and year first above written,
In the presence of Gustave LemIe and
Arthur A. Moreno, competent witnesses,
VINO hereuntO sign their names. together
with the parties hereto, and me- Notary,
after a reading of the whole.
Original signed) Robert u. Reeves.
for one hundred and fifty (15O) shares:
Henry T. De Bardeleben. for one hun
dred and fifty 150) shares: Wesley Mer-
ritt for one hundred and ffty 15O)
shares; Charles Fowler Jr, for ono hum