The herald., 1922-02-23
CHARTER.

ZION Oate. Sucn notice Detu sen
and the money required for such redemp
ton having been deposited for that pur'
pose with any bank in the city of New
Orleans designated by the directors, al
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 deposit
alone, and in no event to the said com
pany for the payment of said redeemed
stock or the dividends thereof; and the
provisions of this clause shall apply pre-
rata in the case of pro rata redemptions
and the holders of stock redeemed shall
be entitled to claim the amount due upon
the redemption only upon presentation
of their certificates for appropriate en-
dorsement or TIA the case of total pay
ments) cancellation.
Section 6. The provisions of the fore.
going section relate TO compulsory re-
demptiOn of preferred stock by the cor
poratiOn. The corporation shall also have
the privilege and option Of calling in and
redeeming the outstanding preferred stock
in whole or in part on any dividend date,
at par, plus all accrued and unpaid divi-
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 to desig
nate the particular stock in the hands of
the particular stockholders which il de-
sires to retire. The intent and effect of
this provision being that If the corpor-
of its corporate stock under this section,
it shall have the right to retire the stock
of one or more stockholders and not the
stock of the others. All the provisions
OF the preceding section relating to no.
tice of redemption and deposit of funds
covering such redemption and rights of
stockholders, after such notices and de-
post, shall apply equally in the case of
voluntary redemption and retirement %
preferred stock under the present Sec
ton.
Section Z. The common stock shall be
entitled to all earnings of the corpora
ton over and above the cumulative divi-
dend of seven 90 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-
ton, dissolution or winding PIP, whether
voluntary or involuntary, of the corpor-
alton, after the payment in full to the
preferred stock of its principal at par
value, plus accrued and unpaid dividends.
II any, at the rate of seven (D 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 ii,
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
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 a special meeting called for
that purpose; provided, that in the in,
terval between stockholders meetings
the Board itself may elect additional
directors within the maximum number
above provided. if the stockholders shall
not have elected the same. The majority
OF the Board shall constitute a quorum
The said Board of Directors shall he
elected annually by the common stock
holders to be held annually on the second
tuesday In February of each year. be-
ginning with the year 1923 Cor the next
legal day If that be a holiday. after
notice given to each stakeholder by mail
at least fifteen days before the date of
the meeting, addressed to the last des-
lgnated address of the stakeholder; or IL
ne or she has designated no address, then
TO the General Delivery, New Orleans
Special meetings Of the stockholders NAV
be called by the Board at any time. and
notice thereof shall be given in, the man.
ner provided for annual meetings; pro-
vided, that in all cases all notices NAV
De waived by unanimous consent. Each
m M m CfA rton
10 one vote for each share of common
stock standing in his name on the hooks
or the corporation. said vote to be cast
IN person or by proxy, and a majority
or the votes cast shall elect. Failure to
elect directors on the day above specified
shall not dissolve the corporation, but
the directors then in office shall remain
In office until their successors are elect.
ed. The Board Of Directors shall have
power to fill all vacancies which NAV
occur or in any manner arise or he ere
ated on the Board. even though no
quorum remain at the time such yacan.
cies are to be filed. The Board shaS
eject elect from their number President, a
urer: provided, that from time to time
the Board may dispense with any of said
oihcers and /or may combine and FOR sep.
arate any Of them, and/Or may elect such
o. otneers as they may think proper
or convenient for the carrying on of the
company's business, and may provide
that such officers may not be members
OF the Board Of Directors: and they shall
NIX the salaries of the officers, agents and
employees. N
At any meeting Of the Board of Direc-
tors any director absent from the meet
ing may be represented by any other
director, who may cast the vote of the
absent director according to the written
either general or special. OF
said absent director. The Board of Direc.
tors shall have authority to make and
estabiish, as well as alter and amend. all
bylaws, rules and regulations necessary
anu proper for the support and manage.
ment or the business and affairs of this
corporation. and not inconsistent with
fhis charter; and they shall have power
% authorize the borrowing Of money and
ne issuance Of notes. and the execution
II pledges and mortgages. and generaIly
o 90 all things necessary or convenient
or the proper carrying on of the business
d the corporation. Until the general
Meeting of the stockholders for election
u the directors, to be held in 1923, or
d and installed, the Board Of Directors
hall be composed Of the following: III. ]. |
Porter, Carondelet Building. New Or.
cans; III. Il. Porter, Carondelet Building. |
Sew Orleans; A. w. Porter. Carondelet |
,uilding, New Orleans. Provided. that |
ne board above named and any succeed
ng board may choose additional direc-
ors within the total numerical limit OF |
ne Board whenever such total limit shall |
OF have been filed by the stockbolders
y the foregoing directors. II. J. Porter
nall be President; H. f. Porter, Vice
resident, and A. w. Porter, Secretary
ARTICLE VI. This act of INCORPORATION
lay be changed, modified or amended
Z the corporation dissolved by A vote
two-thirds (2-3) of the common stock