The herald., 1922-01-19
CHARTER OF GEISMAR 4 HEYMANN


| New Orleans. BE ii known that on this
| }rd day of January, in the year 81 our
| Lord. one thousand nine hundred ana
| twenty two, and of the INDEPENDENCE oi
| tine United States. the one hundred and
| forty sixth. before me. WILLIAM +.
| CONVECTION. Il Notary Public. III and
| for the Parish of Orleans, State of Louis
| lana, duly commissioned, sworn and quail
flied. and in the presence of TIA" witnesses
hereinafter named and undersigned, per
| SOnally came and APPEARED the several
parties whose names are hcr"uuto sub
| scribcd. who Scvcrally declared that
| awaiting themselves of the laws of the
| State of Louisiana, in such cases made
| and provided, they have cUyenanted aud
| agreed. and do by these presents cove
uant and agree. and bind themselves, as
well a. all other persons who may here
after become associated with them I"
! form Il corporation and body polite IN
| law for the objects and purposes ana
| under the articles and StipulationS fol
| lowing. tO-wit:
ARTICLE /. The name of this cor
poration shall he GEISMAR x HEY
! MANN. INC. and under its said corporate
| name il shall have power and authority
to enjoy corporate existence and success
/ sion for the full term of ninety nine
| years from and after the date hereof.
! to contract, sue and he sued to make
| and use a corporate seal. and to alter
| and break the same at pleasure; TO ac-
/ quire by grant. gift or otherwise hold,
! receive, nNpOthtCdtt' convey. sui l'ASc'
| pledge. mortgage and dispose of prop
| erty, real, personal and mixed; TO issue
| negotiable bonds and notes or other eEl-
| dences of debt, TO name ana appoint Such
! managers agents, directors and officers
| as its business interest and convenience
! may require; to make and establish. as
| well as to alter and amend, from time
| to time. such bylaws, rules and regu-
| latiOns for the proper management of
| the affairs of this corporation, as the
| same may be necessary and proper; SAID
| corporation shall have further power To
| acquire, sell and dispose of the capital
| stock in other corporations. ana turther
| enjoy and exercise all the rights ana
| privileges and grants under the laws OF
| this state. and more particularly under
| Act 267 of the Louisiana Legislature Of
| 1911
| poses for which this corporation is organ.
| lied, and the nature of the business IL
! be carried on by il, are hereby declared
to be: To conduct and carry on the
| business of exporters and dealers in eX-
port cotton. cotton linters and cOttOnseed
products, as well as transact n domestic
business Elm the same lines; TO operate
as dealers and commission merchants IN
sugars, Syrups and molasSes; TO take
over, acquire, succeed to, and conduct
the business and assets and goodwill OF
the firm of GEISMAR * HEIMANN, Of
New Orleans, La, as well as to transact
general business in any commodities
and any other business incidental thereto
or connected Herewith.
ARTICLE Ill. The capital stock of
this corporation is hereby fixed at the
sum of One Hundred Thousand Dollars
(SlO0OOO.OO), to be represented by Five
Hundred (J00) shares of preferred stock
of the par value of One Hundred Dollars
($100.0O) each, and Five Hundred (5OO)
shares of common stock of the par value
of One Hundred Dollars (Sl00.O0) each,
payable at such time and in such in
stalmeHts and under such conditions as
the Board of Directors may determine.
This corporation shall be a going con
Germ and authorized to do business as
soon as Fifty 900 Per Cent of its au-
thoriZed capital shall be subscribed for,
and at least Fifty 500 Per Cent of all
stock subscribed for, shall be paid
for. Both the common and preferred
stock of this corporation shall only be
issued for cash, or for services rendered
merchandise, property or other valuable
considerations, enuring to this corpora
ton, according to the exclusive judgment
and findings of the Board of Directors
thereof.
ARTICLE VI. The other conditions
limitations and provisions under which
the preferred stock shall be issued are
hereafter enumerated:
The holders of preferred stock shall
be entitled to receive out of the net
profits of the corporation a fixed divi-
dend of Six 90 Per Cent per annum, pay
able annually, tO-wit: On the 18th OF
October in each and every year, COM
HlenClnS with Ine 10Th OctODer, 1875,
before any dividend can be paid or set
aside on or for the common stock for
the period heretofore elapsed. The prin
cipal or par value of said preferred stock
with cumulative dividends thereon at
Six go Per Cent per annum from date
dividend should have been paid, and
arrears of interest on such dividends as
hereinafter fixed, shall be paid in full out
of the assets of the company in prefer
ence to any of the common stock, in the
event of liquidation of this company
from any cause apd before any distri-
button can be made of the capital among
the holders of common stock. The divi-
dends upon the preferred stock are to
be cumulative and bear Six 90 Per Cent
interest from their, maturity date, as
herein provided, compounded annually.
so that If for any period or periods the
said dividends are not paid, the right
thereto shall cumulate against the com
mon stock and all arrears of such
dividends SO cumulated and interest
thereon, as herein provided, must be paid
before dividends can be paid on the com.
mon stock. The preferred stock shall not
be entitled, however, to participate in
any other earnings, dividends or profits.
The right of the holders of preferred
stock TO be credited with dividends shall
commence from the date of actual pay
ment of such stock.
The Board of Directors shall have the
right and option of retiring the pre-
ferred stock, in whole or in part at any
III
years from the date of this charter. at
the price of One Hundred and Ten Dol.
lars S11O!OO per share. in addition to
the cumulated dividends and interest
thereon, If any, as herefnabove provided
for Such retirement shall be at the
option of the Board of Directors. and
shall be effected by payment out of the
surplus funds: and in no case shall such
preferred stock be retired under circum-
stances as would produce an impairment
or the capital stock of this corporation
the outstanding common stock to be then
worth no less than par. Such retire,
ment or redemption of preferred stock
can only be effected on thirty days pre-
vious notice in writing to the holders OF
preferred stock of record, after drawing
by lot in the presence of the Board of
Directors. Upon such notice all divi-
bends, interest and arrears shall cease
with respect to such retired stock
Preferred stock shall enjoy no voting
power, and no holders or owners of pre-
ferred stock shall be entitled to any vote
with respect to such preferred stock, in
any of the affairs of this corporation or
meetings of the stockholders or directors
thereof. or otherwise.
ARTICLE V. In the event any holder
or owner of stock, as well as his widow
estate or heirs, whether of preferred or
common, desires to sell or dispose of the
same, such holder or owner, as well as
his widow, estate or heirs. must first
tender such stock to the other stockhold-
ers, through the Board of Directors. for
purchase for a period of thirty days, in
writing, at the price Of said stock on