The herald., 1922-01-26
CHARTER.

Of the corporation and the euio,ro.---
exercise thereof, aS cont. FRED inv ttnt and
of the State of Louisiana uron a law,
lions organized under the rro,ii tpOfa.
the General Corporation Act Of IgII o,
ARTICLE TII-Thr Gomi,iIe 30
corporation shall be- iu the civ % th!s
Orleans. Parish of Orleans STATE az iNes
i>Iiha' ana an citations and other i-ol,
process shall bee served uuop tho iega.
dent of this corporation. or. in ca'. pfesi.
absence upon the vi, rrrSidepr % Us
case Of absence of both Of tLa.. an II
upon the secretary OIlVe's
ARTICLE IN-Tho capital stock o, -.
corporation is hereby declared To ha Al'
! ~ Thousand Dollars $50 nny M, 'e fl
may he increased from time IN Nlleh
the manner provided 10y law. 10 On
lion Dollars Eluuu uuu uur g.y na. Al
| which iucred>" may Doe srel.rraJ "
as hereinafter provided NOck
Said capital stock Of Fifty Tbo,-.
[ Dollars (Sj00oo0o i~ divided int" 's s
! hundred shares t1oo) OF Ono Hundred h a,e
| lars tSlpOO) each which sid - Dol
/ stock shall have q voting power 90 '1Oa
! uD vote for each share Of stock v, On
/ vote may he east 10y IN. sforEboldaLug a
! person or by proxy, nc AN General :,
| tiOu> or meetings of the ,turkloIdar. wv
/ the aforesaid proxy need Not be a s,o aug
| holder of the corporation. Said 49,,
| stock is to b" paid for in the ma T,.al
! provided 10y law @uue'
In the event OF an iurrpg.a of .h
tai stock of this corporation rs bo ape
| provided. il shall be first offered 10 IN
stockholders of the company in tho ~. -s
/ portion 10 their ownership nf stoLPP
shown 10y the books of the coU,psnv q
should any stakeholder refuse ar fn "al
purchase the stock allotted 10 him. il sb,%
be offered TO the remaining >r,rtboiIah
nrtInrflpu IN tl.fr D. -'4elt
and this process shall he continued MA
all the stock is sold. II the stockbolJe.II
talI or refuse 10 purchase the stoct y
shall be sold to other persons.
Preferred stock, when issued. SHAH ma.
exceed ten per cent GOcCJ cumulatr'
dividends, payable Somi-aunually AN suas
dates as may be determined hy the Pa
of Directors, out of any and an sn,nin
or net profits before any dividend, sTaH
be declared, set apart for or paid nm.
the common stock. said dividends on ~
preferred stock shall be- cumulativa :.
that If the corporation shall fail in an
fiscal year 70 pay such dividends on an
OF the issued and outstanding preferreJ
stock. such deficiency in the diyidanS
shall be fully paid, with interest NOT ~
exceed eight per cent So before s,y
dividend shall be declared set anart :.
paid upon the common stock Subiect "a
the foregoing provisions the preferrsi
stock shall not be entitled to particins,a
in any other or additional earnings 4,
profits of the corporation. Preferred
stock may be retired by lot at any diri
dend period out of the earnings Of tbs
company at One Hundred Five Dollar,
(SlOJ.OO) per share, plus acculumated dIv.
idends and interest thereon.
In the event of the dissolution or Ioni
dation of the corporation, or the sale !,
ali of its assets. whether voluntary or In.
Enl mt .
vency or any distribution of its canitsl
there shall be paid to the holders of the
preferred stock the par value thereof. 10.
wit: One Hundred Dollars (S1OOOOl No,
share, and the amount of all unpaid AZ.
crued dividends and interest thereon be-
fore any sum shall be paid or any asset,
distributed among the holders of the
common stock; and after the payment 10
the holders of the preferred stock of rs
par value and the unpaid accrued dlyi.
dendS, with interest thereon the remain
ing assets and funds of the corporation
shall be divided among and paid to the
holders of the common stock according 10
their respective shares.
The Board of Directors in their discre
ton out OF the earnings or surplus mar
declare and pay dividends on the common
stock concurrently with dividends on the
preferred stock for any dividend period
OF any fiscal year. provided that all &C.
dividends and Interest on The
preferred stock for all previous fiscal
years, as well as the current dividends
shall have been paid in full
All outstanding common stock shall be
entitled TO one % vote either in persou
Or by proxy, at all meetings of the stock.
holders. the preferred stock not being en-.
titled to any vote.
No stakeholder shall have the right 10
sell his stock until he first offers the
same. through the secretary of the CON.
Dany, to the other stockholders Of the
company in the manner provided herein
or the sale of increased stock for period
If thirty 900 days. at its book value as
shown by the last trial balance Of the
company.
ARTICLE v-The powers of this COZ.
)oration shall he vested in and exercised
BY board of five 90 directors. three 49,
II whom shall constitute quorum The
light is hereby given to and vested in the /
Board of Directors to any time increase
'r decrease their number, provided that 4
It no time shall there be less than three 5
- or more than nine 90 directors. A {
majority of the Board of Directors shall &
t all times constitute quorum for the
of business.
The following persons shall constitute
he first Board of Directors: Fred ".
,almen, Leroy T. Miles, Homer G. Frit
HE. Albert Salmen and Fritz Salmen.
All directors shall be entitled to one
- vote, either in person or by proxy \
tut the proxy must be stakeholder.
In the event of death, resignation. or
otherwise of any directors the remaining
directors shall elect successors for the E
lnexpired term.
The officers of this corporation shall be E
president, a vice president and a seere-
The right is hereby given
o and vested in the Board of Directors
t any time in their discretion TO divorce
he offices of secretary and treasurer and
onstltute different persons as secretary
md treasurer; the right is also hereby
'iven to and vested in the Board OF d.
ectors at their discretion to combine any
wo offices or to divorce them at thef
pleasure, or to create additional offices
nd thereafter destroy them.
Fred w. Salmen shall be first pres-
ent, Leroy L. Miles shall be first vice
resident and Homer G. Fritchie shall Be
he first secretary treasurer.
The Board of Directors and ofhcen
foresaid shall continue in Office until tns
econd Tuesday in the month Of March
!. ID, 1923, on which date and annualJ
hereafter their successors shall be elected =
Mess said date shall be a. holiday,
'hich event the election shall be held on
he next legal date thereafter.
Failure to hold an election on the dp
pecified shall not dissolve the corpora
ion, but the directors shall hold theI
offices until an election snan
e held after thirty days written NOTES
the time and place thereof mailed
ach stakeholder of record at his ia"
nown address.
ARTICLE VI-The name and postofbo
ddresses of the subscribers to these a
cles of incorporation and the Statement
the number Of shares which each hS
greed to take are as follows: .x
Fred W. Salmen, New Orleans, La, u
hares. H