The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-26
CHARTER.


10 the General Delivery at New Orleans
Louisiana, ten days prior to the redemp-
ton date. Such notice having been sent
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. all
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 pro
rata in the case Of pro rata redemptions;
and the holders of stock redeemed shall
he entitled to claim the amount due upon
the redemption only upon presentation
of their certificates for appropriate en-
dOrsement OF ,la the case of total pay
ments) cancellation.
Section g. 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 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-
this provision being that If the corpor-
alton elects voluntarily to retire a part
Of its corporate stock under this section.
IL 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 q.
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 ca 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 up, 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 az 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 cOrpor-
alton for property conveyed to this
| corporation or services rendered to IL,
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 stock shall 10
the receipt by. the corporation Of par
value therefor in property or services.
ARTICLE V. All the powers of this
corporation shall be vested in a Board
composed Of not less than three nor more
| than five 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
fixed at the annual meeting of the stock.
| holders or at special meeting called for
that purpose; provided. that in the in
terval between stockholders meeting,
the Board itself may elect additional
directors within the maximum number
above provided. IL the stockholders shall
not have elected the same. The majority
of the Board shall constitute a quorum
The said Board of Directors shall hS
elected annually by the common stock.
holders at a meeting of the common stock
holders to be held annually on the second
Tuesday in February of each year, be
ginning with the year 1923 Tor the next
legal day If that be holiday, after
notice given to each stakeholder by mai
at least fifteen days before the date OF
the meeting, addressed to the last des.
ignated address Of the stakeholder; or II
he or She has designated no address. theI
to the General Delivery. New Orleans
Special meetings Of the stockholders may
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
he waived nv nU1nimOuS Each
holder of common stock shall be entitled
to one vote for each share of common
stock standing in his name on the book.
of the corporation, said vote to be cas-
of the votes cast shall elect. Failure Il
elect directors on the day above specified
shall not dissolve the corporation, bu
the directors then in office shall remain
ed. The Board of Directors shall hav
power to fill all vacancies which ma,
occur or in any manner arise or be ere
ated on the Board. even though n,
cies are to be filed. The Board shall
elect from their number a President,
Vice-President. and Secretary Treas
urer; provided, that from time to tim
the Board may dispense with any of sal,
officers and /or may combine and /or sep
arate any Of them. and /Or may elect sucl
other officers as they may think prope
or convenient for the carrying on of tn
that such officers may not be member
Of the Board Of Directors: and they shall
fix the salaries of the officers. agents an,
employees.
At any meeting of the Board Of DireC
tors any director absent from the meet
: ing may be represented by any othe
director, who may cast the vote of tn
! absent director according to the writte
J instructions, either general or special. o
J said absent director. The Board of DireC
tors shall have authority to make an,
establish, as well as alter and amend, al
, bylaws, rules and regulations necessar
J and proper for the support and manage
! ment of the business and affairs of thi
corporation, and not inconsistent wit
? this charter; and they shall have powe
. to authorize the borrowing of money an
the issuance of notes, and the execution
+ of pledges and mortgages, and general
to do all things necessary or cOnvenien
for the proper carrying on of the bushes
Of the corporation. Until the geners
e meeting of the stockholders for electio
: Of the directors, to be held in 1923. o
e until duly qualified successors are elect
ed and installed, the Board of Director
] shall be composed of the following: III.
] Porter, CarOndelet Building, New OF
: leans: II. +. Porter. Carondelet Building
: New Orleans; A W. Porter. Carondelt
( Building, New Orleans. Provided. tina
e the Board above named and any succeed
: ing Board may choose additional dire
tors within the total numerical limit G
the Board whenever such total limit sha
: not have been filled by the stakeholder
OF the forepoinp directors III i Porte