The herald. [volume] (New Orleans, La.) 1905-1953, 1922-05-11
CHARTER.

ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum OF
one hundred thousand tSlOOOOOOO) dol,
lars, divided into two classes, preferred
and common. in the proportion OF MY
thousand $50. 100000 dollars of preferred
stock and fifty thousand ($5O,OOOOO) dol
lars of common stock. The capital stock
may be increased to the sum or TWO
hundred thousand (S2OOOOOOO) dollars.
The preferred stock is to be divided
into five hundred (500) shares OF the par
value of one hundred (Sl000O dollars per
share and it shall be entitled to receive
out of any and all surplus net profits
whenever ascertained, cumulative divi-
dendS at the rate of six 900 per cent
per annum in each and every year here
after. payable at such periods as the
board of directors may determine. IN pre-
ference and priority to any payment OF
dividends on the common stock for the
period heretofore elapsed. The preferred
stock. however, shall not be entitled 10
participate i'll any other general earnings
or profits beyond the said six 900 per
cent annual cumulative. dividends. but
shall be entitled to be repaid in full with
the accumulated unpaid dividends thereon
upon any distribution of the assets OF
said corporation or in the event of inSol-
vency. liquidation. dissolution. or terlnlna-
tion of its corporate existence, before any
distribution of capital or earnings shall
be made to the holders of the common
stock. All or any amount of the preferred
stock may be retired and redeemed by the
board of directors in its discretion at any
time in such manner and UPON such no
tice as the board may determine, at the
price of one hundred and ten and no 100
Sll0.O0) dollars for each share, together
with all accrued dividends thereon If,
after providing for the payment in fun
of all dividends for any year on the pre-
ferred stock and any accumulated .divi-
dendS that may be due on said stock for
preceding years. there shall remain any
surplus net profits, such surplus net
profits shall be applied by the board of
directors to the payment of dividends on
the common stock, not in excess of six
$50 per cent per annum, however, and
any balance thereafter remaining, may be
devoted to the redemption and retirement
of all or any part of the preferred stock.
or may be applied to any other purpose
relating to the cOmpany's business as the
board in its discretion may deem mt. The
voting power of the corporation shall be
vested exclusively in the preferred stock.
which is to have the entire control and
management of the corporation. When all
of the preferred stock shall have been re-
tired, then the voting power of the cor
pOratiOn shall become vested in the COM
mon stock.
The common stock is to be divided into
five hundred (5OO) shares of the par value
Of one hundred and no 100 (S1O0O0) dol
lars each. 1t shall have no voting power
whatsoever and the holders thereof shall
OF the corporation and the right OF voting
is hereby expressly waived in connection
with any election of directors or anyother
question, and no right is given the holders
OF said stock to participate in stock
holders meetings convened for any pur-
pose whatsoever.
No stock shall be issued except for labor
done, services rendered, or money or pro-
perty received and no person or future
stakeholder shall ever validly sell, assign
Y
of the preferred stock Of this corporation
until the same shall have been first Of
fered in writing at the book value thereof
as Of the first day of January last proceed
ing the date of such offer, to the remain
ing holders of the preferred stock, for The
benefit of such stockholders as may desire
TO purchase the same, said offer TO be ad-
dressed to the board of directors, and ten
days shall be allowed for the acceptance
of same in writing bv any of the pre-
ferred stockholders of the corporation
who may be willing TO pay the book value
OF said stock as shown by the books of
the corporation on the first day OF January
last preceding the date of such offer. Each
holder of the preferred stock shall be en-
titled to purchase the stock so offered in
the proportion that the number Of shares
owned by him at the time. bears to the
number OF shares owned by the other
holders of the preferred stock who may
desire to participate in the purchase.
ARTICLE VAN the powers OF this
shall be vested in and exer-
cised by board of not less than three nor
termined in advance each year by the pre-
ferred stockholders. at the annual meeting
or the preferred stockholders or at any
special meeting called for the purpose Of
increasing or decreasing the number of
directors within the limitations of this
article. The first board Of directors shall
be Richard r. Foster whose post office
address is 2422 Broadway. New Orleans,
Louisiana; Joseph b. Simmons. whose
post office address is No 10 Rosa Park,
New Orleans, Louisiana; and Chauncey
French. whose post office address is No.
10 Audubon boulevard. Newt Orleans,
Louisiana; with Richard r. Foster as
president; Joseph Il. Simmons as vice
ary-treasurer. The above named board
Of directors ard officers shall continue to
serve until the second Tuesday in jan
nary, 1923, at which time, and annually
thereafteE the preferred stockholders |
shall elect from their number, the direc- |
tors Of this corporation The above named |
board of directors and each succeeding
board shall continue to hold office until |
Each succeeding board Of directors shall, !
~ their first meeting following their |
election select from their number a presi- |
lent. one or more vice-presidents and |
secretary treasurer. The election Of di- |
rectors shall be by ballot and the person |
'eceiving the largest number of votes cast |
shall be declared elected Each share of |
preferred stock shall be entitled to one |
vote at meetings of stockholders, but no |
fractional shares shall be entitled to vote. I,
\ majority of the directors voting at any |
line in person, shall be required to pass |
any resolution or adopt any bylaws |
"nich, when so adopted, shall become |
'alid corporate acts, provided a quorum |
,f the directors were present in person. |
IN case OF vacancy on the board or among |
he officers caused by death, resignation !!
n removal the remaining members of the
BOARD shall have the power to fill such |
-acancy.
ARTICLE vI-Notice of all meetings
If stockholders, for election of directors.
n for any other purpose. shall be given
n writing by the secretary and a notice
fifteen days before the meeting is held,
addressed to each preferred stockholdsr at
us last known address, as the same shall
lppear upon the books of this CORPORA
ION, unless said notice is waived in writ
ng by all preferred stockholders appear
ng on the books. At all meetings of
tockholders majority of the votes cast
hall be sufficient to determine all ques-
ions voted upon, except the alteration.
mendment or dissolution Of this corpora
ion.
ARTICLE VII-This act of incorporation
nay be altered, amended or modified or
ms corporation may be dissolved by and
Nth the assent of the holders of three
ourths in amount Of it's then outstanding
referred stock given at a general meeting
the preferred stockholders to be con-
ened after fifteen days prior notice to
e given In one of the daily newspapers
ublished in the City of New Orleans, in
ddition to written notice to each pre-
H