The herald., 1922-08-17
CHARTER.
AMENDMENT TO HARTER OF PELI-
CAN COLD STORAGE & WARE
HOlSING COMPANY LTD

of the month of July, in the year of OuI
Lord one thousand, nine hundred anC
twenty two, and of the Independence Vi
the United States of America the one hun
dred and forty seventh, before me William
j. Guste, a notary public duly commits
stoned and qualified i'll and for the Parish
of Orleans, State of Louisiana, therein
residing, and in the presence of the wit
nesScS whose names are hereunto sub
scribed. personally came ana appeared
Chas. ii. Behre the president of Pelican
Cold Storage IL WarehOusing Company
Ltd, a corporation duly created anu or
ganized under the laws of the State OF
Louisiana, by act before J. Marshall GUN
tero. notary public, on the 18th day OF
February, 1904. recorded in the MOrtgag,
Office for the Parish of Orleans, i'll Book
Isl. folio 2i7. who declared that mt a
special meeting of the stockholders OF the
Pelican Cold Storage x Warehousing
Company, Ltd, held on the 9TH day of
July, 1922, being an adjourned meeting OF
the stockholders adjourned from the 10Th
day of June, 1922 at which meeting all
of the capital stock of said corporation
was represented by the owners or holders
thereof, in person or by proxy, il was un-
animOusly resolved that Articles ". V,
VII and VIII be amended to read as fol
lows:
Iv.-The capital stock of this corpora
ton is hereby fixed at S7jOOOO divided
into and represented by 1900 shares OF
the par value of 500 each. Said stock
shall consist of two classes, namely. ot
Common Stock and of Preferred Stock.
Section /. There shall be issued Pre-
ferred stock to the extent of 500 600 di-
yided into and represented by 1000 shares
of the par value of 800 each. This Pre-
ferred stock shall be entitled. in prefer
ence to and in priority over the Common
Stock of this corporation, to dividend in
each year at the rate of seven per ctntum
(TTo) payable out of the profits of the
Company. The said stock shall be en-
titled to no other or additional dividend
or share of the prohts or earnings of the
company, except the aforesaid 10, which
said dividend shall be cumulative. No
dividend shall be paid on the Common
Stock until the aforesaid cumulative divi-
dend of 20 on the aforesaid Preferred
Stock shall have been declared and set
aside for payment to the preferred stock
holders The dividends due on the pre-
ferred stock hereunder shall be paid by the
company without deduction for any tax
or hereafter levied under the author
ity of the United States or of the state
of Louisiana or any political sub division
thereof. In the event of the liquidation or
dissolution of the corporation from what
ever cause. voluntary invOluntarily,
the holders of the Preferred Stock shall
be paid by preference, IN full over the
holders of the Common Stock, the par
value of their shares, together with any
dividends unpaid. at the rate of 40 per
annum to the date of dissolution or iQui-
datiOn. No voting power shall be vested
in or exercised by the holders of the
aforesaid Preferred Stock except as neces-
STATED under the laws of the State of
y
special, the board of directors shall have
full and complete authority to retire the
whole or any part of the outstanding RE
ferred Stock upon setting aside fOf pay |
ment to the holders of the same 500 per |
share and all dividends due thereon. No
tice of such meeting shall be given for
thirty days, either by publication in |
daily newspaper of the city of New Or |
leans once week during said thirty /
days, or, at the option of the board Of d. |
IeCtOrs, by sending written notice TO the
stockholders at the last known address |
Should any of said stockholders b. un-
willing to receive the amount due for re
firing the stock, or should the address OF
any of the stockholders be unknown, then
the amount necessary to redeem such
stock shall be deposited in any bank or
trust company in the city of New Orleans,
and notice thereof shall be sent by re-
gistered mail to the last known address
dress is known. by sending it to general
delivery, New Orleans. From and after
the time that the sum due shall be de-
posted with the bank or trust company.
aforesaid, the same shall be at the
entire risk of the stakeholder. and all re-
SpOnsibility of the company shall termi-
nate and all interest of the stakeholder
shall cease and all rights and claims of
any kind or character against the com
pany arising out of the holding or owner
ship of said shares shall cease. Should
portion of the said stock only be retired.
then the number of shares so retired shall
be distributed propOrtiOnately among the
holders of the said Preferred Stock. aud
any fractional shares may, at the option
of the board of directors, be retired by
retiring a share, more or less, as the di-
rectors nav determine.
Section 2. The Common Stock of this
corporation is fixed at the sum of S65OO0O ,
divided into and represented by $500
shares of the par value of 800 each. The :
Common Stock shall be entitled to all divi- J
dends earned and declared by the board
of directors, subject only to the provi-
sions hereinabove set out with respect to
the prior payment of dividends 10 the pre-
ferred stockholders. In the event Of the
dissolution or liquidation for whatever
cause, voluntary or involuntary, the rights
of the Common stockholders to share in
the distribution of the assets of the cor
poratiOn shall be deferred to the rights of
the Preferred stockholders hereinabove
provided. All voting rights and powers
of this corporation shall be vested solely
in the Common Stock except as otherwise
provided by the law Of the State of Louis
lana. /,
Section 3. All stock shall be paid for
in cash or property, as provided by law,
or by an issue of stock dividends out of
the surplus and profits accumulated and
undistributed, and In such manner and
instalments as the board of directors
may determine, and such stock shall be
full paid and worcestershire. The board
of directors is hereby, in its discretion,
vested with full power and authority TO
issue stock dividends.
Section f. The capital stock of this cor
poration may be increased to the sum of
81 900 900 and such increase may be made
in either Preferred or Common Stock, or
both. as may be determined and in such
amount as may be determined up to the
aforesaid sum of S1,000,0O0. All trans
fers of stock shall be made on the books
of the company on the surrender of the
outstanding certificates, and In accordance
with such rules and regulations as may
from time to time be prescribed by the :
board of directors. No stakeholder shall q
have the right to sell or dispose of his )
stock or pledge or cucumber the same
without first offering il in writing, to the :
<ner stockholders, through the board of :
kctors, at price not in excess of the =
X value of the stock as shown by the !,
st preceding inventory and financial
statement of the company's business The 4
said stockholders shall. in proportion to "
their respective holdings, have thirty =,
days notice within which to buy said :
stock,and should any stakeholder not de- +
sire to purchase his proportion of the =
stock, then the remaining stockholders r
shall be entitled to purchase the same on =
the basis of the valuation stated, in pro- N
portion to their respective holdings, and
should no stakeholder desire to purchase 8
the same, then the board of directors may | h
purchase the same for account of the com p
pany. 1t is understood that all stock is
sued hereunder is issued in accordance n
with and held subject to these provisions Il
of the charter. r
V.-All the corporate powers Of said b
shall be vested in and exer- 4
cised by n board of directors composed of s
five stockholders, to be elected annually d
on the third Monday of January. All such i II