The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-20
CHARTER.

WT0FlWtI. !
stockholders OF the company in proper
ton to their ownership Of stock, as
shown by the books Of the company,
snd should any stOckholter refuse or
fail to purchase the stock allotted 10
him. IL shall BE- offered 10 the remaining
stockholders in proportion 10 their own
erShiP Of stock. and this process shall
be continued until all the stock - sold.
II the stockholders fail or refuse TO pur-
chase the stock, il shall be sold 10 other
persons
Preferred stock. when issued. shall not
exceed ten 90 per cent cumulative dIvl-
bends, payable semi annually. on such
dates as may be determined by the Board
OF Directors. out Of any and all surplus
or net profits before any dividends shall
be declared set apart for, or paid upon
the common stock Said dividends on
the preferred stock shall, b. cumulative
so that if the corporation shall fail in
any n>cal year 70 pay SUCH DIVIDENDS
on all Of the issued and outstanding pre-
ferred stock such deficiency in the divi-
dendS shall be fully paid. with interest
not 70 exceed eight - per cent. before
any dividend shall be declared. set apart
or paid upon the common stock. sub
jet 10 the foregoing provisions. the pre-
ferrod stock shall not be entitled TO par
tIcipate in any other or additional earn
inGs or profits Of the corporation. Pre-
ferred stock may be retired by lot at
any dividend period. out Of the earnings
Of the company. at one Hundred and
Five Dollars $4,000 per share. plus
accumulated dividends and interest there
on.
In the event Of the dissolution or
liquidation of the corporation. or the
sale Of all Of its assets, whether vOlun-
tary or involuntary. or in the event Of
its Insolvency or any distribution Of it,
OF the preferred stock the par value
thereof tO-wit. One Hundred Dollars
$4,000 per share. and the amount Of
all unpaid accrued dividends and in
rHaF.OU be
paid or any assets distributed anon.
the holders Of the common stock: and
after the payment 70 the holders Of The
preferred stock Of its par value and the
unpaid accrued dividends. with interest
thereon. the remaining assets and funds
Of the corporation shall be divided among
and paid To the holders Of the common
stock according 10 their respective
shares.
The Board Of Directors in their dis
erection. out of the earnings or surplus,
may declare and pay dividends on the
common stock COncurreutly. with diyi
dendS on the preferred stock for any
dividend period Of any fiscal year: pro-
vided that all accumulated dividends and
interest on the preferred stock for all
previous years shall have been paid in
full.
All outstanding common stock shall be
entitled To one % vote. either in person
or by proxy. at all meetings OF the stock
holders: the preferred stock shall not b.
entitled to any vote.
No Stockholder shall have the right TO
sell his stock until he first offers the
same. through the Secretary Of the COM
pany, 10 the other stockholders Of the
company, in the manner provided herein
for the sale Of increased stock. for a
period Of thirty 800 days. az its book
value. As shown by the last trial balance
Of the company.
ARTICLE '. The powers Of this cor
pOration shall he vested in and exer-
cised by a board of four a. directors.
three Of whom shall constitute n quorum.
The board shall be divided into two o.
designated as Divisions No. l and No. ..
The Following persons shall constitute
the first Board Of Directors:
Division No. l: Henry T. De Bardele-
ben: Robert u. Reeves.
Charles Fowler, Jr
All directors shall be entitled 10 one
% vote. either in person or by proxy.
but the proxy must be a stakeholder.
A member Of the Board Of Directors.
either as officer or otherwise. shall be
entitled TO but one o. vote.
In the event Of vacancy in Division
be elected by the surviving member Of
Division No. l for the uneXpired term
in the event Of n vacancy in Division
No. for any cause. his successor shall
Ne elected by the surviving member of
Division No. >.
ARTICLE VI. The officers OF this cor
poratiOn shall be a President and two
Nice-PreSidents and a Secretary-Treas-
urer. The right is hereby given TO and
vested in the Board Of Directors at any
time in their discretion to divorce the
offices OF Secretary and Treasurer and
constitute different persons as Secretary
and Treasurer; the right is also hereby
given 10 and vested in the Board OF
Directors, At their discretion. to combine
any two offices or TO divorce them at
their pleasure, or to create additional
offices and thereafter destroy them.
The FIRST officers of this Corporation
shall be: Robert n. Reeves. President:
Henry T. De Bardeleben. Vice President
Wesley Merritt, ce-PreSident: Charles
Fowler. Jr.. Secretary Treasurer
The Board Of Directors and officers
aforesaid shall continue in office until
the second Tuesday in the month OF June
a. ID. 1923. on which date and annually
thereafter their successors shall he elect
ed unless said date shall be 4 holiday.
in which event the election shall be held
on the next legal date thereafter
Failure 10 hold an election en- the day
specified shall not dissolve the corpora
ton. but the directors shall hold their
respective offices until an election shall
be held after thirty days written notice
OF the time and place thereof. mailed 70
each stockholder Of record at his last
known address.
ARTICLE VII The names and post
office addresses Of the subscribers to
articles Of Incorporation and a statement
or the number or shares Of stock which
each has agreed to take are as follows:
Robert II. Reeves. New Orleans La. $50
shares; Henry It. De Bardeleben Bfrm-
lngham. Ala. 80 shares: Wesley Merritt
Galveston. Texas. $50 shares: Charles
Fowler. Jr, Galveston. Texas. $50 shares.
ARTICLE VIII. Whenever this cor
poration is dissolved, either by Limitation
or for any other cause. its affairs shall
be liquidated by the Board of Directors.
who are hereby vested with full mower
to sell any or all assets Of the corpor-
alton. either separately or in mas.
ana TO convey full and complete title
thereto; and shall have full power 70
90 and perform all acts necessary and
proper to fully and completely liduidata
the affairs and distribute the proceeds.
II any, among the stockholders OF this
corporation. in proportion 10 the amount
or stock held by each.
This act of incorporation NAV be
amended, altered and modified or this
corporation dissolved, in the manner pro-
vided by law.
Thus done and passed in nv notariaI
office in the city of New Orleans. parish
or orleans, state of Louisiana on the
day. month and year first above written
In the presence of Gustave Lemle and
Arthur A. Moreno, competent witnesses,
VINO hereunto sign their names. together
with the parties hereto, and me, Notary.
after a reading Of the whole.
Original signed Robert n. Reeves
FOR one hundred and fifty Q5O) shares
Henry T. De Bardeleben. for one hun
dred and fifty C50) shares: Wesley Mer-
r,tt. FOR one hundred and fifty 15O)
shares: Charles Fowler. Jr.. for one hum
dred and nifty (1j0) shares.