The herald., 1922-05-04
CHARTER.

generally to do all things necessary, ger
name, or incidental to any OF the purposes
herein expressed.
ARTICLE Iv-The capital stock of this
corporation is hereby fixed at the sum OF
one hundred thousand (SlOOOOOOO) Dol,
lars divided into two classes, preIeTreu
and common, in the proportion OF llty
thousand $50 0O00OD dollars OF preterreu
stock and fifty thousand (SJO,OOOOO) DOL
lars of common stock. The capital stock
NAV be increased to the sum or TWO
hundred thousand (S2O0OOOOO) dollars.
The preferred stock is to be divided
into five hundred (5OO) shares OF the par
value of one hundred (SlO0.OO) dollars per
share and il shall be entitled TO receive
out of any and all surplus net proilts
whenever aseertained, cumulative dlvl.
dendS at the rate of SIX (6to) per cent
per annum in each and every year mere
after payable at such periods as the
board of directors may determine, IN pre-
ference and priority TO any payment OF
dividends on the common STOCK Tor the
period Heretofore elapsed. The preferred
stock. however, shall not be entitled 10
participate ih any other general earnings
or profits beyond the said six C6to) per
cent annual cumulative dividends, Dut
shall be entitled TO be repaid in full with
the accumulated unpaid dividends thereon
upon any distribution of the assets OF
said corporation or in the event OF lnSOl-
vency. liquidation, dissolution. or terminal
tiOn of its corporate existence, before any
be made to the holders of the common
stock. All or any amount of the preferred
stock may be retired and redeemed by the
board of directors in its discretion at any
time in such manner and upon such no
tiCe as the board may determine, at the
price of one hundred and ten and no 400
CSIlOOW dollars for each share, together
with all accrued dividends thereon. III,
after providing for the payment in full
of all dividends for any year on the pre-
drndS that may be due on said stock for
preceding years, there shall remain any
surplus net profits, such surplus net
profits shall be applied by the board or
directors TO the payment of dividends on
the common stock. not in excess Of six
(6cc) per cent per annum, however, and
any balance thereafter remaining, may De
devoted to the redemption and retirement
of all or any part of the preferred stock.
or may be applied to any other purpose
relating to the cOmpany's business as the
board in its discretion may deem mt. The
voting power of the corporation shall be
vested exclusively in the preferred stock,
which is to have the entire control and
management of the corporation. When all
of the preferred stock shall have been re-
tired. then the voting power of the cor
pOration shall become vested in the COM
mon stock.
The common stock is to be divided into
five hundred (5OO) shares of the par value
Of one hundred and no 100 (S1O0.OO) dol
lars each. 1t shall have no voting power
whatsoever and the holders thereof shall
have no right to participate in the control
Of the corporation and the right of voting
Is hereby expressly waived in connection
with any election OF directors or anyother
question, and no right is given the holders
of said stock to participate in stock
holders meetings convened for any pur-
pose whatsoever.
No stock shall be issued except for labor
done services rendered, or money or pro-
perty received and no person or future
stOckhOlder shall ever validly sell, assign,
or transfer. other than by inheritance, any
of the preferred stock of this corporation
until the same shall have been first Of
fered in writing at the book value thereof
as of the first day of January last preced
ing the date of such offer. to the remain
ing holders of the preferred stock. for the
benefit Of such stockholders as may desire
to purchase the same, said offer to be ad-
dressed to the board of directors. and ten
days shall be allowed for the acceptance
of same in writing bv any of the pre-
ferred stockholders of the corporation
who may be willing to pay the book value
of said stock as shown by the books OF
the corporation on the first day of January
last preceding the date of such offer. Each
holder of the preferred stock shall he en-
titled to purchase the stock offered in
the proportion that the number Of shares
owned by him at the time. bears to the
number of shares owned by the other
desire TO participate in the purchase.
ARTICLE V-All the powers of this
corporation shall be vested in and exer-
cised by board of not less than three nor
more than seven directors as may be de-
termined in advance each year by the pre-
ferred stockholders, at the annual meeting
of the preferred stockholders or at any
special meeting called for the purpose of
Increasing or decreasing the number of
directors within the limitations of this
article. The first board of directors shall
be Richard X. Foster. whose post office
address is 2422 Broadway. New Orleans
Louisiana; Joseph B. Simmons. whose
New Orleans, Louisiana; and Chauncey
French. whose post office address is No.
10 Audubon Boulevard. New Orleans.
Louisiana; with Richard r. Foster as
president: Joseph Il. Simmons as vice
president. and Chauncey French as secre-
tary-treasurer. The above named board
Of directors and officers shall continue to
serve until the second Tuesday in jan
uary. 1923, at which time. and annually
thereafter. the preferred stockholders
shall elect from their number, the direc-
tors of this corporation. The above named
board of directors and each succeeding
board shall continue to hold office until
their successors are elected and qualified.
Each succeeding board Of directors shall
Mt their first meeting following their
election. select from their number a presi-
dent. one or more vice-presidents and a
l.
rectOrs shall be by ballot and the person
receiving the largest number of votes cast
shall be declared elected. Each share of
preferred stock shall be entitled to one
vote at meetings of stockholders but no
fractional shares shall be entitled to vote
\ majority of the directors voting at any
time in person, shall be required to pass
any resolution or adopt any bylaws
which, when so adopted. shall become
valid corporate acts, provided a quorum
or the directors were present in person.
In case of vacancy on the board or among
the officers caused by death, resignation
or removal the remaining members of the
board shall have the power to fill such
vacancy.
ARTICLE VI-Notice of all meetings
or stockholders for election of directors
or for any other purpose, shall be given
IN writing by the secretary and a notice
shall be deposited in the mail at least
fifteen days before the meeting is held,
addressed to each preferred stockholder at
his last known address, as the same shall
appear upon the books of this corpora
tion, unless said notice Is waived in writ
ing by all preferred stockholders appear
ing on the books. At all meetings of
stockholders majority of the votes cast
snail be sufficient to determine all Ques-
tlons voted upon, except the alteration
amendment or dissolution of this corpora
ton
ARTICLE VII-This act of INCORPORATION
may be altered, amended or modified or
thls corporation may be dissolved by and
with the assent of the holders of three
fourths in amount of it's then outstanding
preferred stock given at a general meeting
of the preferred stockholders to be con-
IAx Il