The herald., 1922-12-28
CHARTER

as well as machinery and iron and steel
products of all kinds, at wholesale and re-
tail; to purchase, own or otherwise nolu.
improve, develop, manufacture, either on
its own account or sales agents and dis
tributors, install, operate and generally
deal in, to SELL mortgage, lease, hypOtne-
cate or otherwise ALLEVIATE and handle for
export or import or domestic use or con
sumption, real and personal property OF
every kind or description, including par
tcuiarly. but not restrictively, all kinds
of machinery, apparatus, supplies, locomO-
tiyes, engines, cars ana motor vehicles, 10
gether with all the parts and accessories
thereof in the United States of America
and any territory, colony or district there
of. and in any foreign country TO the eN-
tent that same may be lawfully permits
sable To apply for, purchase, register,
lease or otherwise acquire, to hold, own,
use and operate, and To sell assign or
otherwise dispose of trade marks, trade
names, patents, Inventions, improvements
and processes used in connection with or
secured under letters patent of the United
States of America, and of any territory,
colony, or district thereof, ana OF any
foreign country or countries; to purchase
or otherwise acquire, hold, own sell,
pledge and otherwise dispose OF stocks,
bonds and other evidence of Indebtedness
to any other corporation, domestic or for
eign, and to issue in exchange therefor Its
stocks, bonds, or other obligations, and
To exercise thereof all the rights, powers
and privileges of individual owners, in
Guiding the right to vote thereon; and TO
ana. in any manner permitted by law, any
corporation or association. domestic or FOR
elgn, of which any stocks, bonds or evil
uence of indebtedness are held by or for
this company, and to do any acts or things
desired to protect, preserve, improve or
enhance the value of any such stocks,
bonds. or evidences of Indebtedness; and
generally to engage in any business 81 mi
lar in character TO the foregoing, and 10
do anything necessary and proper in con
nectiOn with or incidental to the foregoing
purposes and powers.
NRTICI l. Tho conItoI Stoc., of this
corporation is hereby fixed at the sum of
one hundred twenty five thousand (Sl2j,-
OOO) dollars. OF said capital stock one
thousand lOOO) shares shall be preferred
stock, having u par value of one hundred
(SlOOOO dollars per share, and twenty
five thousand (25,OOOD shares shall be COM
(SlOOl dollar per share. The capital stock
OF this corporation may be increased to
the sum of two hundred fifty thousand
ts25QO00) dollars. The holders of pre-
ferred stock shall be entitled to receive
during each fiscal year out of the net
earnings of the company preferential cumu-
lative dividends at the rate of eight per
cent. (S%o) per annum payable yearly on
the first day of February or in half yearly
or quarterly installments, as the bylaws
may from time TO time provide. After
the payment of the said preferential cumu-
lative dividend of eight per centum $50
for any fiscal year TO the holders of the
preferred stock any further amount de-
clared in dividends for said year shall be
To the extent of eight per centum $50
per annum ton par value) and should there
De any further amount declared in divi-
dends the said further amount shall be
divided prO-rata ton basis of par yalueJ
among the holders of the preferred and
common stock in accordance with their
holdings; provided, however. that the
board of directors of the company may ia
their discretion declare dividends during
any fiscal year on the common stock. but
no such dividend shall be declared on the
fnm nnla all MI tive a wi
dends for previous years and all accrued
installments. IL any, for the current year.
on the preferred stock. shall have been set
apart and paid. From and after Feb
ruary LIST Of 1924, the dividends on said
preferred stock shall be cumulative. so that
il in any year dividends amounting to eight
paid on said preferred stock, the deficiency
shall be charge upon the net earnings of
the company until paid but the board of
directors may provide at the time of is |
sue OF any preferred stock that the divi |
bends thereon shall be cumulative only /
from the time of said issue.
The holders of the preferred STOCK shall. |
IN case of liquidation or dissolution OF the 1
company. be entitled to be paid in full
the par value of their preferred shares, |
and the dividends accumulated and uI- !
paid thereon. before any amount shall be /
paid to the holders of the common stock. |
The holders of the common stock shall
have no voting power, whatsoever. nor 4
shall they be entitled TO notice of any 1
meeting Of stockholders Of the company |
Tor any purpose whatsoever, except as
hereinafter provided In Article VII of this I
charter. all voting powers being vested /
wholly and exclusively in the holders of |
preferred stock.
No stock shall be issued except for Ia
Dor done, services rendered, money or |
property received, and no person or fu-
ture stakeholder shall ever validity. sell. as
sign or transfer. other than by Inheritance,
any of the stock of this corporation, pre-
Ierrpd until the shall /
have been first offered in writing at the |
book value thereof of the LIST day of
January last preceding the date OF such
Oher, TO the remaining holders of the
stock of the corporation, for the benefit ,
Of such stockholders as may desire to pur-
chase the same. said offer to be addressed
be allowed for the acceptance of same in
by any of the stockholders of the
corporation who may be willing to pay
The book value of such stock as shown by
the books Of the corporation on the LIST
day of January last preceding the date Of |
such offer. Each shareholder shall be en-
titled to purchase the stock, preferred or
or both, so offered. in the pro-
portion that the total number of shares of
stock owned by him at the time, whether
prefferd or common or both, bears to the
total number of shares, whether preferred
or common or both, owned by the other
shareholders, who may desire to partici-
pate in the purchase.
ARTICLE YAH the powers Of this cor
POAaeOh Dc Ftsteu Ill anu De eAer-
cised by board Of not less than three.
nor more than seven directors, as may be
in advance each year, by the
preferred stockholders, at the annual meet
ing OF the corporation or at any special
meeting called for the purpose of increas-
ing or decreasing the number of directors
. shin the limitation of this article. The
nrst board of directors shall be: Will j.
IiDDens, whose post Office address is 1404
Octavia street, New Orleans, Louisiana
". L. 5: Gordon, whose post office address
is 1858 Robert street, New Orleans, Louis
lana; Will j. Gibbons, Jr. whose post of
nee address Is 1404 Octavia street New
Orleans, Louisiana; John worner, whose
post on1ce address is 416S Iberville street
New Orleans, with Will j. Gibbons, as
president; w. L.. >. Gordon as vice-presi
dent; Will j. Gibbons, Jr.. as secretary.
and John Worner. as treasurer.
The above named board Of directors and
oHlcers shall continue to serve until the
second Tuesday in January, 1924 at
which time, and annually thereafter. the
preferred stockholders shall elect from
thelr number, the directors Of this cor
poration.
The above named board of directors and |
eaeh succeeding board shall continue to
mold Office until their successors ar,
elected and qualified. Each succeeding
board of directors shall at the first meet
ing roii0wing their election, select from
t viea number. president. one or more
vlce-preSidents, secretary and a treas
urer The offices of secretary and treas
urer may be held by one and the same
person under the title of secretary and
treasurer The election of directors shall
pc oy ballot and the person receiving the
largest number of votes cast shall be de-
cared elected. Each share of preferred
bA