The herald., 1922-06-22
CHARTER.
and provisions contained in the follow

ARTICLE l. The name Of this cor
poration shall be Calamia * O'Reardon,
Inc, and under its said corporate name
1t shall have and enjoy corporate ex-
istence and succession for ninety-nin
(99) years from and after date hereof.
unless sooner dissolved by or according
to law; and by and under that name
1t shall have, enjoy and exercise all
rights, powers and obligations now
granted or that may be granted here
after by law to corporations Of this
10 hold, receive, purchase, ALLEVIATE, con-
yey, sell, mortgage, pledge, hypothecate,
rent or lease property, real, personal and
mixed; in fact, to have all such rights
and powers as permitted under the law,
and as are necessary, incidental or con-
venient for carrying out the objects and
purposes of said corporation as herein
established.
ARTICLE H.. The donicile of this
corporation shall be in the city of New
Orleans, state of Louisiana, where all
citation or other legal process shall be
served in the manner as is now or may
be hereafter prescribed by law.
ARTICLE Ill The objects and pur-
be carried on by this corporation are
hereby declared to be: To carry on.
conduct and operate a wholesale produce
business, and to deal in poultry, live
stock, game, poultry products, meats,
groceries, syrups molasses, canned goods
and all other products of whatsoever
kind and nature related or kindred to
the above, or not so related, including
their by-prOducts, and offsprings, and
compositions thereof; and to do any and
all business incident thereto or connect
ed Herewith, az well as general COM
mission business.
In fact, said corporation is authorized
TO do any and all other acts and things,
and to exercise any and all other powers
which any corporation or natural
person could do, aud could exercise. and
iN2-hf sh mo ha
lied by law.
ARTICLE ". The capital stock of this
corporation is hereby fixed at the sum
of Fifty Thousand Dollars (s5OOOO.OO),
which shall be divided into and consist
of two (2) separate and distinct classes.
with the rights, privileges and subject
to the limitations hereinafter set forth.
There shall be common stock and
first preferred stock. The common
stock of the corporation is hereby fixed
at the sum of Thirty-fve Thousand Dol
lars 1886. 000.00), and the first preferred
stock of the corporation Is hereby fixed
at the sum of Fifteen Thousand Dollars
S15,0O0O0; each class of stock to be of
the par value of One Hundred Dollars
(S10O.OO) per share; the common stock
to consist of Three Hundred and Fifty
| (3J0) shares and the first preferred stock
to consist of One Hundred and Fifty Q50)
shares; the said stock to be issued IN
the manner and for the consideration
prescribed by law.
~
paid and worcestershire. The capital
stock of the corporation may be in
| creased to One Hundred and Fifty
Thousand Dollars Cs150,O00.O0), this be
in the capital stock authorized by this
act of incorporation. The common stock
and the first preferred stock may be in
creased according to law. and may be
| issued in such amounts and proportions
as shall be determined by the Board of
Directors and as may be permitted by
law.
| Each stakeholder shall be entitled at
| all stockholders meetings to one vote
for each share OF common stock held by
him on the date OF such meeting. The
preferred stockholders shall not have
| the right of voting on their preferred
stock. The preferred stock herein Gre
| ated and authorized shall not carry with
| IL the right to vote.
The holders of said preferred stock
shall be entitled to receive during each
fiscal year ont of the net earnings of
| the company. preferential cumulative
| dividends at the rate of eight per CEN
tum $50 per annum, payable yearly on
| the first day of April. or in half yearly
or quarterly installments, as the by
| laws NAV from time to time provide, or
| in the absence OF bylaws. as the Board
Of Directors may so order. After the
payment of said preferential cumulative
dividends Of eight per centum (S%) for
any fiscal year. or part thereof. to the
holders of the preferred stock, any
further amount declared IN dividends
for said fiscal year. or part thereof, shall
he paid to the holders Of the common
stock provided, however. that the Board
| OF Directors OF the company may In their
discretion declare dividends during any
| fiscal year. or part thereof. on the COM
mon stock. but no such dividend shall
he declared on the common stock unless
| all cumulative dividends for previous
any, for the current year. on the pre-
ferred stock, shall have been set apart
| or paid.
From and after the date of incorpor.
| alton the dividends on said preferred
stock shall be cumulative, so that IL in
any year subsequent thereto dividend:
| amounting to eight per centum (ST) pei
| annum shall not be paid on said pre-
ferred stock, the deficiency shall bt
a charge upon the net earnings Of tn.
company until paid: but the Board OF
Directors may provide at the time Of
issue of any preferred stock that thu
| dividends thereon shall be cumulative
only from the time Of such Issue. The
holders of the preferred stock shall In
case of liquidation or dissolution Of tht
company, be entitled to be paid In ful
the par value of their preferred share:
| Of stock and the dividends accumulated
and unpaid thereon, before any amount
shall be paid to the holders Of the com
mon stock.
The holders of the preferred stocl
shall have no voting powers whatsoever
any meeting of stockholders of the com
pany. Said preferred stock shall be sub
ject to redemption at One Hundred anC
Five Dollars (S105.O0) per share. and
accumulated dividends thereon, at an,
time after three years from the issu'
| thereof, at such time or times and IL
| such manner as the Board Of Director
may and shall determine.
ARTICLE V. No transfer of stock o
this corporation shall be binding upoI
the company unless and until the trans
fer is actually made on the books o
said corporation in the manner required
by law. Prior to such transfer this cor
poration shall be authorized to deal onl!
with the person in whose name the stool
stands on the books of such company.
No stakeholder of this corporation shall
have the right to sell his said stock o
pledge or hypothecate the same with
out first having offered 1t to the Boar
of Directors of this corporation, an
given said Board of Directors thirty go
days within which to purchase said stool
at its market value, or to receive tn
same in pledge, as may be desired b.
the holder of said stock.
All the corporate powers Of this cor
poration shall be vested in and exercises
by Board of Directors to be composed
of not less than three (3) nor more thai
ten (1O) holders Of the common stock o
this corporation.
The following named stockholders, wit
their addresses here given, shall constr
tute the first Board of Directors: Ro
L. Calamia, a Morgan boulevard, New
Orleans. La: Shields O'Reardon, IS Nor
gan boulevard, New Orleans, La, an