The herald., 1922-07-06
CHARTER.

ital stock Of this corporation as herei
provided. it shall be first offered to tn
stockholders OF the company in proper
! ton to their ownership OF stock, a
shown by the books Of the company
/ and should any stakeholder refuse o
/ fail to purchase the stock allotted &
! him, il shall be offered to the remaining
! 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 to pur
chase the stock, it shall be sold to othe
] persons.
| Preferred stock. when issued. shall no
exceed ten (1O) per cent cumulative divi
dends, payable semi-annually, on sucl
dates as may be determined by the Boar,
Of Directors. out of any and all surplus
or net profits before any dividends shall
be declared, set apart for, or paid upoT
the preferred stock shall be- cumulative
so that IL the corporation shall fail il
any fiscal year to pay such dividend!
on all of the issued and outstanding pre-
ferred stock. such deficiency in the divi
dendS shall be fully paid, with Interest
not to exceed eight 81 per cent, befor,
any dividend shall be declared, set apart
or paid upon the common stock. Sub
jet to the foregoing provisions. the pre-.
ferred stock shall not be entitled 10 par
ticipate in any other or additional earn
ings or profits Of the corporation. Pre-
ferred stock may be retired by lot al
any dividend period. out OF the earnings
OF the company, at One Hundred and
Five Dollars (s105.OO) 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
OF the preferred stock the par value
thereof to-wit: One Hundred Dollars
CSlOOO) per share, and the amount of
all unpaid accrued dividends and in
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
or 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-
bends 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 0D vote. either in person
or by proxy, at all meetings OF the stock
holders; the preferred stock shall not b.
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, in the manner provided herein
for the sale of increased stock. for a
period or thirty 800 days, at its book
value. as shown by the last trial balance
OF the company.
ARTICLE V. The powers OF this cor
poration shall be vested in and exer-
rised by a board of four az directors.
three tire OF whom shall constitute quorum.
The board shall he divided into two (2)
divisions. two (2) members to a division
designated as Divisions No. l and No. ..
The Following persons shall constitute
The first Board of Directors:
Division No; Henry T. De Bardele-
r, Division No. .: Wesley Merritt and
Charles Fowler Jr
All directors shall be entitled TO one
.I vote, either in person or by proxy.
4 member OF the Board Of Directors.
either as officer or otherwise, shall be
Untitled to but one a. vote.
=, In the event of vacancy in Division
No. ! for any cause. his successor shall
le elected by the surviving member of
Division No. 1 for the unexpired term
n the event Of n vacancy in Division
y elected by the surviving member of
Division No. ..
ARTICLE VI. The officers Of this cor
,oratlon shall he a President and two
ice Presidents and a Secretary Treas.
rer. The right is hereby given 70 and |
ested in the Board OF Directors at any
ime in their discretion to divorce the |
fhces or Secretary and Treasurer and !
onstitute different persons as Secretary
nd Treasurer; the right is also hereby |
,iven to and vested in the Board OF |
Directors, at their discretion. to combine |
ny two offices or to divorce them at
h 9sne, pleasure: or to create additional
hall be- Robert u. Reeves. President; |
Ienry T. De Bardeleben, Vice President:
Wesley Merritt Vice-President: Charles /
'owler Jr., Secretary Treasurer.
foresaid shall continue in office until |
he second Tuesday in the month Of June
!. d. 1923. on which date and annually |
hereafter their successors shall be elect
q, unless said date shall be a holiday,
! which event the election shall be held |
n the next legal date thereafter.
Failure to hold an election on the day
pecfhed shall not dissolve the corpora
.spective Offices until an election shall
e held after thirty days written notice
7 the time and place thereof. mailed to
ich stakeholder Of record at his last
nown address.
ARTICLE VII. The names and post
fhce addresses OF the subscribers to
rticles Of Incorporation and a statement
the number OF shares Of stock which
zen mas agreed to take are as follows.
ebert u. Reeves. New Orleans, La. $50
1ares; Henry t. De Bardeleben. Birm-
lgham. Ala. $50 shares; Wesley Merritt.
alveston. Texas, $50 shares: Charles
owler. Jr, Galveston, Texas, $50 shares.
ARTICLE VIII. Whenever this cor
grafton is dissolved. either by Limitation
for any other cause. its affairs shall
= liquidated by the Board Of Directors.
no are hereby vested with full power
}. sell any or all assets of the corpor-
ion. either separately or in mas,
no 70 convey full and complete title
hereto; and shall have full power TO
and perform all acts necessary and
roper to fully and completely IiGuidate
lie AFFAIRS and distribute the proceeds
any, among the stockholders of this
,rPoration, In proportion to the amount
stock held by each.
This act Of incorporation NAV be
nended, altered and modified or this
ded by law.
Thus done and passed in my notarial
fee in the city Of New Orleans. parish
orleans, state OF Louisiana, on the
y. month and year first above written. I
the presence Of Gustave Lemle and !
thur A. Moreno, competent witnesses.
no nereunto sign their names, together !
,tn the parties hereto, and me, Notary.
ter reading Of the whole
loriginal signed) Robert d. Reeves.
enry 7. De Bardeleben. for one hun.
ed ana nifty q50) shares; Wesley Mer-
e, for one hundred and fifty (IJu
ares Charles Fowler. Jr., for one hum