The herald., 1922-02-16

deputy IttOIu'I'
| CHARTER OF GEISMAR a. HEYMANN
| INS-
United states o. -merr-d, State OF
Louisiana, Parish of Orleans, City oi
New Orleans. BE il known that Oh this
| Bird day of January in the year of our
Lord, one thousand nine hundred and
| twenty-five, and of the Independence ol
| the United States. the one hundred ana
forty sixth, before me, WILLIAM +
| CONKERTON. Notary Public. in and
| for the Parish of Orleans, State OF Louis
lana, duly commissioned, sworn and quail
] itied. and in the presence OF the witnesses
hereinafter named and undersigned, per
| sonally came and appeared the seNera
! parties whose names are hereuntO SUP
scribed, who seyerally declared tnat
| availing themselves of the laws OF the
State Of Louisiana, in such cases made
and provided, they have coyehanted anu
agreed. and do by these presents cove
nant and agree, and bind themselves, as
well as all other persons who may here
after become associates with them, 70
form a corporation and body polite In
law for the objects and purposes ana
under the articles and stipulations fol
lowing, to-wit:
ARTICLE /. The name of this cor
poration shall be GEISMAR & HEY
MANN. INC. and under its said corporate
name it shall have power and authority
to enjoy corporate existence and success
sion for the full term of ninety nine
years, from and after the date hereof.
to contract, sue and be sued, to make
and use a corporate seal, ard to alter
and break the same at pleasure; to ac-
Quire by grant, gift or otherwise hoid'
receive, hypothecate, convey, sell, lease
pledge, mortgage and dispose or prop
erty, real, personal and mixed; 10 issue
negotiable bonds and notes or other evil
dences of debt, to name and appoint such
managers, agents, directors and officers
as its business interest and convenience
may require; to make and establish, as
well as to alter and amend, from time
to time, such bylaws, rules and regu-
lations for the proper management OF
the affairs of this corporation, as the
same may be necessary and proper; SAID
corporation shall have further power Il
acquire, sell and dispose of the capital
stock in other corporations, and further
enjoy and exercise all the rights ana
privileges and grants under the laws OF
this state, and more particularly under
Act 267 of the Louisiana Legislature OF
1914.
ARTICLE ii. The objects and pur.
poses for which this corporation is organ
lied, and the nature Of the business IL
be carried on by II, are hereby declared
to be: To conduct and carry on the
business of exporters and dealers in ex.
port cotton, cotton linters and cottonseed
products, as well as transact a domestic
business in the same lines; to operate
as dealers and commission merchants III
sugars, syrups and molasses; to take
over, acquire, succeed to, and conduct
the business and assets and goodwill OF
the firm of GEISMAR & HEYMANN, Of
New Orleans, La, as well as to transact
a general business in any commodities
and any other business incidental thereto
or connected Herewith.
ARTICLE III. The capital stock OF
this corporation is hereby fixed at the
sum of One Hundred Thousand Dollars
(Sl00 00000), to be represented by Five
Hundred 5000 shares Of preferred stock
of the par value of One Hundred Dollars
(Sl0000) each, and Five Hundred $500
shares of common stock of the par value
of One Hundred Dollars (Sl00O0) each.
payable at such time and in such in
stallments and under such conditions as
the Board of Directors may determine
Germ and authorized to do business as
soon as Fifty 500 Per Cent of its au-
thorized capital shall be subscribed for,
and at least Fifty 500 Per Cent of all
for. Both the common and preferred
stock of this corporation shall only be
issued for cash, or for services rendered.
merchandise, property or other valuable
considerations, enuring to this corpora
ton, according to the exclusive judgment
and findings of the Board of Directors
thereof.
ARTICLE VI. The other conditions,
limitations and provisions under which
the preferred stock shall be issued are
hereafter enumerated:
The holders of preferred stock shall
be entitled to receive out of the net
dend of Six t6) Per Cent per annum. pay
able annually, to-wit: on the 18th Of
October in each and every year. COM
mencing with the 18th of October, 1928.
before any dividend can be paid or set
aside on or for the common stock for
the period heretofore elapsed. The prin
cipal or par value of said preferred stock
with cumulative dividends thereon al
Six (6) Per Cent per annum from date
dividend should have been paid, and
arrears. of interest on such dividends as
hereinafter fixed, shall be paid in full out
of the assets of the company in prefer
ence to any of the common stock, in the
event of liquidation Of this company
button can be made of the capital among
the holders Of common stock. The divi-
dends upon the preferred stock are to
be cumulative and bear Six 90 Per Cent
interest from their maturity date, as
herein provided, compounded annually.
so that IL for any period or periods the
said dividends are not paid, the right
thereto shall cumulate against the com
dividends so cumulated and interest
thereon. as herein provided. must be paid
before dividends can be paid on the com
mon stock. The preferred stock shall not
any other earnings, dividends or profits
The right Of the holders of preferred
stock to be credited with dividends shall
commence from the date of actual pay
ment of such stock.
The Board of Directors shall have the
right and option Of retiring the pre-
ferred stock, in whole or in part, at any
time and from time to time, after five
years from the date Of this charter. nj
the price of One Hundred and Ten Dol
lars ($110.OO) per share; in addition to
the cumulated dividends and interest
thereon, IL any, as hereinabove provided
for. Such retirement shall be at the
option Of the Board Of Directors, and
shall be effected by payment out Of the
surplus funds; and in no case shall such
preferred stock be retired under circum.
stances as would produce an impairment
Of the capital stock Of this corporation
the outstanding common stock to be then
worth no less than par. Such retire,
ment or redemption Of preferred stock
can only be effected on thirty days pre-
vious notice in writing to the holders OF
preferred stock Of record, after drawing
by lot In the presence Of the Board of
directors. Upon such notice all divi-
dends, interest and arrears shall cease
with respect to such retired stock.
Preferred stock shall enjoy no voting
power, and no holders or owners of pre-
ferred stock shall be entitled to any vote
with respect to sch preferred stock, In
any Of the affairs Of this corporation or
meetings of the stockholders or directors
thereof, or otherwise.
ARTICLE v. In the event any holder
or owner of stock, as well as his widow,
estate or heirs, whether of preferred or
common. desires to sell or dispose Of the
90 rvaA rrak AAvxI