The herald., 1922-03-23
CHARTER.

son or by written proxy, ana unuer such
| regulations as the board of directors may
prescribe
The preferred stock shall be entitled.
| out of any and all surplus net profits,
| whenever ascertained, to accumulatlNe
dividends at the rate of eight per cent per
1 annum in each and every year hereafter
| in preference and priority to any pay
| ment of dividends on the common stock
/ for such year after providing for the pay
| ment of full dividends for any year on
| the preferred stock and for any balance
/ that may remain due on accumulatlve
| dividends on such preferred stock tOI
/ preceding years, and if there shall re-
/ main any surplus net profits not neces'
| sary for maintenance, improvements or
/ eulargements, it shall be applicable to
dividends upon the common stock for such
year, to the extent but not exceeding
/ eight per cent. The remainder of any
/ such surplus net profits after payment
/ said dividends on the common stock shall
/ then be applicable to the payment OF
/ further dividends equally per share on
both preferred and common stock. The
| board of directors may declare, and out
Of such surplus net profits may pay an
/ nual dividends upon the common stock
| of the said corporation TO the extent or,
/ but not exceeding eight per cent upon
| such common stock, but no such annual
dividends shall be declared or paid until
| the common dividends shall have been
paid in full upon the preferred stock for
| such year, and for all preceding years :;
/ of the corporation, the preferred stock and
/ holders thereof shall be entitled to prefer
ence in the distribution of the assets and
property of the corporation.
I The preferred stock is subject to re-
| demptiOn at one hundred and ten per
centum U10Gc) and accrued dividends to
date of redemption, 1t being understood,
however that the corporation shall have
the right to retire all or any part of its
preferred stock at its par value on and
. "A. Of Ion ND
the holder of said preferred stock shall
be entitled on the first day of January
1927, to receive the par value of preferred
stock plus all ACQUIRED interest or diyi-
dends thereon, and said stock thereby
being satisfied and cancelled on the stock
books of said corporation.
ARTICLE IV-The objects and purposes
for which this corporation is organized
and the nature of the business to be car
ried on by it, is hereby declared to be:
: To gather data, general and special in
formation in the interest of and for ex-
pOrters and importers, to aid and assist
in the buying, selling and dealing in all
kinds of commodities bought and sold by
exporting and importing companies in the
United States and in foreign countries.
To maintain and operate for profit a
trade Information bureau for the col
lecting and supplying of information as
TO foreign and domestic markets, as TO
credit and standing of firms corporations
or exchange, as to available unemployed
labor. and as to other subjects of trade
interest
To join or consolidate with, and to en-
ter into agreements and cooperative re-
latiOns not in contravention of law with
any persons firms, associations. or cor
porations governmental, municipal or
otherwise, in and about the carrying on
and out of all or any Of the purposes of
this company.
out contracts of every sort and kind with
any person, firm, association, corporation,
private, public or municipal, or body
polite. and with the government of the
United States or any state territory or
! colony thereof, or any foreign govern
ment.
To purchase, own and improve build
ing or buildings already constructed in
the City of New Orleans or to erect and
maintain building or buildings in the
City of New Orleans part thereof, to be
| used as an exhibition hall for the accomo-
dation Of exhibits in the interest of ex-
porters and importers and the maritime
interest of the port of New Orleans and
| foreign ports and also to maintain a hall
in the said building or buildings for the
| accommodation of assemblies and lectures
or other entertainments and parts there
| of to be used for reading and writing
| rooms, Billiards and ten pin alleys and
such other games and amusement devices
as may by the board of directors be
deemed necessary and for the further
purpose of furnishing or providing for
lectures, exhibitions, entertainments or
trade educational purposes in connection
with said exhibitions;
To seek for and secure openings for the
sale of American goods and the employ
ment of American capital in foreign coun-
| tries and elsewhere. To prospect inquire,
| examine. explore and test and to dispatch
agents and commissions to secure trade
| information for the benefit of the com
panys subscribers and stockholders. To
advance the industrial interest of its sub
| scribers and stockholders in the United
! States and such foreign countries as it
will be possible to reach through the
| Merchant Marine Officers sailing on
American ships out of this and other ports
| of the United States, generally to carry
| on and undertake such business, under
taking, transaction, or operation. COM
monty carried on undertaken by the
, mercantile agencies or associations or
ganized for the purpose of gathering and
distributing trade information in CON
| nection with the importing and export
! ing of American and foreign commodi-
| ties. and in other business which seems
to the company capable of being convent
| emily carried on In connection with the
| above or calculate directly or indirectly
| to inhance the value, or render profitable
any of the companies undertakings, pro-
perty or rights.
The several clauses contained in this
statement OF purposes shall be construed
| as both purposes and powers, and the
| statements contained in each clause, shall
| except where otherwise expressed, be in
| no wise limited or restricted by reference
! to or inference from the terms of any
other clause, but shall be regarded as in
dependent purposes and powers
ARTICLE Y-The affairs of this cor
| poration shall be managed and all cor
porate powers thereof shall be vested in
and exercised by a board of directors
| composed of not less than ten nor more
than twenty stockholders and not less
| than five of such board shall constitute
a quorum for the transaction of its bust
| ness.
ARTICLE VI-Upon dissolution of this
| corporation by the action of it's stock
! holders, or at the expiration of its char
ter, its affairs shall be liquidated by three
commissioners appointed by a majority
OF the stockholders present or represented
and voting at general meeting. The
manner Of iquidating, the compensation
and the powers Of the commissioners and
| all other matters pertaining to the liqui-
dation Of this corporation, shall be fixed
and determined by a majority of the
stockholders present and represented and
voting at such general meeting of stock
| holders.
ARTICLE Vino stakeholder shall
| ever be liable for the contracts, faults or
debts of this corporation nor shall any
mere informality In the organization of
this corporation have the effect of rem
dering this charter null, or rendering any
stakeholder liable beyond the unpaid
amount, If any, remaining due on his
| stock.
ARTICLE vIII-The first board of di-
rectors of this corporation is hereby fixed
at ten in number and shall be composed
| of: