The herald., 1922-02-02
CHARTER.

Louisiana, ten days prior to the redemI
ton date. Such notice having been sen
and the money required for sRch redemI
ton having been deposited for that pur
pose with any bank in the city of NeN
Orleans designated by the directors, a
rights of the stock called for redemption
to dividends, after said redemption date
SHAH cease. and the holders thereof shall
thereafter have recourse TO said depOsi
/ alone, and in no event to the said com
pany for the payment of said redeeme,
stock or the dividends thereof; and tn
provisions of this clause shall apply pr,
rata in the case of pro rata redemptionS
and the holders of stock redeemed shall
he entitled to claim the amount due upOI
the redemption only upon presentation
| of their certificates for appropriate en-
dOrsement or a.. the case of total pay
I mentS) cancellation.
Section d. The provisions of the fore
Z going section relate TO compulsory re-
/ demptiOn of preferred stock by the cor
I pOratiOn. The corporation shall also have
the privilege and option of calling in and
rcdceming the outstanding preferred stock
. in whole or in part on any dividend date
at par, plus all accrued aud unpaid diyi-
dends. In the event of voluntary or
optional redemption of part only of the
preferred stock under this section. the
corporation shall have the right 10 desig
nate the particular stock in the hands of
the particular stockholders which il de
sireS to retire. The intent and effect of
alton elects voluntarily to retire a part
of its corporate stock under this section
IL shall have the right 10 retire the stock
OF one or more stockholders and not the
stock of the others. All the provisions
OF the preceding section relating 10 no.
tice of redemption and deposit of funds
covering such redemption and rights Of
stockholders, after such notices aud de-
post. shall apply equally in the case Of
voluntary redemption and retirement O.
preferred
ton.
Section Z. The common stock shall be
entitled TO all earnings of the corpora
ton over and above the cumulative diyi-
dend Of seven ca per cent per annum,
herein reserved for the preferred stock.
except that no dividend may be declared
on the common stock until all accrued
dividends on the preferred stock have
been declared, and no dividends may be
paid on the common stock until all ac--
crued dividends on the preferred stock
have been paid. In the event of liquida-
tion, dissolution or winding up, whether
voluntary or involuntary, of the corpor-
alton, after the payment in full to the
preferred stock of its principal. ut par
value Plus accrued and unpaid dividends
III any, at the rate of seven "a per cent
per annum, the remaining assets and
funds of the corporation shall be divided
among the holders of the common stock
in proportion to the shares held by them
respectively.
Section s. The whole of the preferred
and /or common stock of this corporation,
or any part thereof, may be issued and
delivered to any person, firm or corpOr-
alton for property conveyed to this
corporation or services rendered to il.
and the Board hereinafter created is spe-
cially authorized to issue and dispose of
stock for property and services upon
such appraisement as in their Judgment
may be fair and proper; provided always
that no stock shall be issued except upon
the receipt by the corporation of par
value therefor in property or services.
ARTICLE V. All the powers of this
corporation shall be vested in Board
composed of not less than three nor more
than hve directors, each of whom shall
own at least one share of the common
STOCK. The precise number of directors
within the limits above stated shall be
hxed at the annual meeting of the stock
holders or at special meeting called for
mat purpose; provided, that in the in.
the Board itself may elect additional
directors within the maximum number
above provided. If the stockholders shall
not have elected the same. The majority |
II the Board shall constitute a quorum !
Ihe said Board of Directors shall Ia |
elected annually by the common stock |
holders at meeting of the common stock |
FOLDERS to be held annually on the second |
tuesday in February of each year, be- |
ginning with the year 1923 Tor the next
egal day If that be a HOLIDAY. after
lotice given to each stakeholder by mail
y least fifteen days before the date of
he meeting, addressed to the last des-
gnated address of the stakeholder; or IL
he or she has designated no address. then
o the General Delivery. New Orleans
pecial meetings of the stockholders NAV
re called by the Board at any time. and
office thereof shall be given in the man
=, PROVIDED Tor annual meetings; pro-
lded, that in all cases all notices NAV
e waived by unanimous consent. Each
older or common stock shall be entitled
0 one vote for each share of common
tock standing in his name on the books
the corporation. said vote to he cast
4 person or by proxy, and a majority
I the votes cast shall elect Failure TO
,ect directors on the day above specified
nall not dissolve the corporation. but
ne directors then In office shall remain
d. The Board of Directors snail have
over to NIL all vacancies which NAV
ccur or In any manner arise or be Gre
ted on the Board. even though no
les are to be filed. The Board shall
lect from their number President,
lce-President, and Secretary Treas
rer: provided, that from time to time
ne Board may dispense with any of said
Ulcers, and FOR may combine and Tor sep
rate any of them, and /or may elect such
ther officers as they may think proper
T convenient for the carrying on Of the
ompanys business, and may provide
nat such officers may not be members
the Board of Directors; and they shall
x the salaries Of the officers, agents and
mployees.
At any meeting of the Board of Direc
ors any director absent from the meet
ne may be represented by any other
irector, who may cast the vote of the
bsent director according to the written
lstructions, either general or special of
AID absent director. The Board of Direc-
)rs shall have authority to make and
stablish, as well as alter and amend, all
laws, rules and regulations necessary
nj proper for the support and manage.
lent or the business and affairs of this
orporation, and not inconsistent with
his charter; and they shall have power
authorize the borrowing of money and
ne issuance of notes. and the execution
[ Pledges and mortgages, and generally
do all things necessary or convenient
Or the proper carrying on of the business
the corporation. Until the general
leeting of the stockholders for election
the directors. to be held in 1922 or
nti duly qualified successors are elect .
and installed, the Board of Directors
haii De composed of the following: III. ]. ]
orter' Carondelet Building. New Or
ans; II. f. Porter. Carondelet building
ew orleans; A. w. Porter. Carondelet s
uiiding, New Orleans. Provided. that ]
lie Board above named and any succeed I
" Board may choose additional direc-
RS WITHIN the total numerical limit OF {
le Board whenever such total limit shall i
81 y nave been filled by the stockholders.
the foregoing directors, H. J. Porter Q
lall be President: H f. Porter. vice. i
S'0ie'ary- h
ARTICLE VI This act of incorporat,on I
ay De changed, modified or amended