The herald., 1922-02-16
CHARTER.
CHATTER or
nnRTER EInIHING Co. INC.

IITM WHN
year of our Lord one thousand nine nun
bred and twenty-five tl922l, ana OF the
Independence OF the United states Vi
America the one hundred and forty
sixth, before me, WATTS N. LEN
ERICH a Notary Public, duly commits
stoned and quained in and for the Parlsh
OF Orleans, State Of LOUISIANA, therein
residing, aud in the presence 81 the wiz
nesses hereinafter named ana unuer-
signed, personally came ana aPpedreu tue
sryeraI persons whose names are mere
uuto subscribed, who declared that, avail
ing themselves of the laws OF TINS state
relative to the organization Oh corPoId
tions. they have cOvenanted ana agreed
and DO by these presents coEeh'nt, dsiee'
hind form and constitute themselves, as
well as such persons as may hereafter
min or become associated with them, INTO
a corporation or body polite in law ior
the objects and purposes ana under the
Agreements and stipulatiOns following
tO-wit: 1t, -.
ARTICLE l. The name and title OF
this corporation shall be the PORTER
CLOTHING CO, INC, ana under It's
corporate name it shall enjoy succession
for the full term and period OF ninety
nine years from aud after the GATE mere
of. and shall have power ana authority
10 contract, sue and be sued, 10 acCeP'
and receive mortgages, pledges or other
hypOthecatiOns; to make ana use cor
purate seal and the same to break ana
alter at pleasure; to purchase, receive
lease hold or otherwise acquire anu CON
vry, as well as mortgage ana hypothecate
under its corporate name, property pOth
real, personal and mixed; 10 DorIon
money and make and issue bonds, ana
other evidences of debt, and TO secure
the same by mortgage and otherwise TO
subscribe to and hold stock in other cor
porations; to acquire, hOld ana reissue
shares of its capital stock; TO carry OUT
ali Of the objects and purposes herein
after set out; to name and appoint sucn
managers and directors, Ofncers ana
agents as the interest and convenience OF
said corporation may require; ana 10
make and establish, as well as alter anu
amend at pleasure such bylaws, rules
and regulations for the management an'.
regulation of the affairs OF the corpora
ton as may be necessary, proper OF con
yenient; and generally to do all such acts
aud things as trading corporations are
authorized to do under the laws OF the
State Of Louisiana.
ARTICLE H. The domicile of this cor
poration shall be in the Parish OF Or
leans State of Louisiana, and all cltauohs
or other legal process shall be served
upon the President of the company; OF,
In his absence upon the Secretary.
ARTICLE III. The objects and pur-
poses for which this corporation is organ
ized, and the nature of the business to
be carried on by it, are hereby declared
TO be: To buy, sell and deal In, at both
wholesale and retail. clothing, boots,
shoes, hats, caps, millinery, neckwear'
hosiery, gloves. fancy goods Jewelry,
furs and mems. wOmen's and childrens
furnishings, novelties and wearing ap.
parel of all sorts, and all articles and
merchandise of like character ana de-
scription, and all other sorts OF dry goods
and merchandise, furniture and FURNISH,
ings for personal and household use and
adornment including all such articles of
merchandise as are or may be dealt IN
by department stores; to buy and sell
dry goods and to manufacture and sell
as customs tailors wearing apparel or
men, women and children; to conduct the
business of general dry goods and cloth
ing merchants, tailors, diapers, haber-
dashers, milliners, dressmakers and gen.
cral outftters; to carry on the general
mercantile business of department
store; to buy, sell, construct, lease, hold,
develop and improve real estate and
buildings and improvements thereon OF
all sorts; to buy, sell, acquire and hold
stocks, bonds, obligations and securities
of other corporations to. buy, sell and
deal In stocks and bonds, and to carry
on a general investment business; to ex-
change its entire capital stock or any part
thereof for property which 1t Is author
lied to acquire; to exchange its entire
assets and business, or any part thereon,
for property. stocks or other obligations
Of other companies, firms or individuals;
to carry on all. operations and do all
things incidental to or convenient for the
accomplishment of any of the foregoing
purposes, and generally to 60 all such
acts and things as a general trading cor
poration under the laws of the State OF
Louisiana Is or may be authorized to DO
ARTICLE Nv. Section 1. The capital
stock Of this corporation is hereby fixed
at Two Hundred Thousand Dollars $780,
OO0O0), divided into and represented by
seven hundred and fifty (75O) shares OF
preferred stock and twelve hundred and
fifty (1250) shares of common stock. all
of the par value of One Hundred Dollars
$1,000 per share. The preferred stock
may be increased to the sum of Five
Hundred Thousand Dollars $500, OOO.OO),
and the common stock may be increased
to similar figure.
Section 2. The capital stock, both pre-
ferred and common, shall be represented
by certificates. shall be full paid and nom
assessabfe when issued shall be issued
only for labor done or for property act
ually received, or for cash to be paid at
such times and in such amounts and
after such notice as may be determined
by the Board Of Directors. and shall be
personal property. No transfer of said
capital stock shall be binding upon this
corporation unless made In accordance
with its charter and bylaws and record
ed on the books thereof.
Section 3. The holders of preferred
stock shall be entitled to receive a divi.
dend at the rate of, but never exceeding,
seven I'd per cent per annum, cumula-
tive from and after February list, 1922
payable out Of the net profits Of the com
pany on the first day of February and
the first day of August Of each year be-
fore any dividend is paid upon the COM
mon stock. Should the net profits for
any year be insufficient to pay said pre-
ferred dividend therefor, or any part
thereof, any unpaid portion thereof shall
become charge against the net profits
of the company and shall be paid in full
out Of said net profits before any divi-
dend Is paid upon the common stock. The
preferred stock shall never participate in
the profits Of the company beyond its
fixed preferential cumulative annual divi-
dend Of seven CD per cent. but shall be
plus accrued and unpaid dividends, IL
any. at the rate Of seven ca per cent per
annum, before any amount shall be dis
tributed among the owners of the COM
mon stock. in the event OF any liquida-
tion or dissolution or distribution Of the
assets Of the company, and shall not par
ticipate further in the distribution of the
assets OF the company.
Section L. The preferred stock shall
have no voting power whatever, and all
matters relating to the corporation, in
Guiding amendments to its charter, in
Including increase or decrease of the
preferred stock. dissolution or liquida
ton OF the company, and all other cor
porate matters shall be decided upon by
the holders Of the common stock exclu-
sfvely, the rights of the preferred stock
holders being limited to the return Of
the money invested by them with cumu-
lative dividends thereon at the rate of
seven l') per cent per annum in the man.
ner set forth in this charter.
section 5. The entire issue Of seven
>1ndred and fifty (750) shares of pre-
red stock authorised by this charter
u be known as Series A. and all out
Lndfng stock Of that SERIES whatever