The herald., 1922-07-06
CHARTER.

/ ital stock Of this corporation As hereir
provided. it shall be nrst offered 60 tn
/ stockholders OF the company in proper
/ ton TO their ownership Of stock. a
shown by the books OF the company
and should any stakeholder refuse o.
I fail to purchase the stock allotted q
him, il shall be offered 70 the remaining
, stockholders in proportion 20 their own
ership OF stock. and this process shal
be continued until all the stock IL sold
/ II the stockholders fail or refuse 20 pur
chase the stock, it shall be sold 10 Othel
persons.
Preferred stock. when issued shall no
exceed ten tlO) per cent cumulative divl
dends, payable Semi-annualy, on sucl
dates As may be determined by the BOarr
OF Directors out Of any and all surplu.
or net profits before any dividends Sha!
be declared. set apart for, or paid upoT
the common stock. Said dividends or
! the preferred stock shall BE- cumulative
so that IL the corporation shall fail II
any fiscal year 70 pay such dividend:
on all Of the issued and outstanding pre-
ferred stock such deficiency in the diyi
drndS shall be fully paid with Interest
/ not TO exceed eight 80 per cent. before
any dividend shall be declared, set apart
or paid upon the common stock. sub
ject TO the foregoing provisions, the pre-
frrred stock shall not be entitled 10 par
I ticipate in any other or additional earn
ingS or profits Of the corporation. Pre-
ferred stock may be retired by lot a
Z u
Of the company. at One Hundred and
Five Dollars ts105OO) per share. Plus
accumulated dividends and interest there
on.
In the event OF the dissolution or
liquidation OF the corporation. or the
sale Of all Of its assets, whether volun-
tary or involuntary. or in the event Of
its Insolvency or any distribution OF it,
capital, there shall be paid 70 the holders
OF the preferred stock the par value
thereof. to-wit: One Hundred Dollars
OslOOOOD per share. and the amount Of
all unpaid accrued dividends and in
terest thereon. before any sum shall be
paid or any assets distributed among
the holders Of the common stock. and
after the payment to the holders Of the
preferred stock Of its par value and the
unpaid accrued dividends. with interest
thereon. the remaining assets and funds
or the corporation shall be divided among
and paid 10 the holders Of the common
stock according 70 their respective
shares.
The Board Of Directors. in their dis
may declare and pay dividends on the
common stock cOncurrently. with divi-
dends on the preferred stock for any
dividend period Of any fiscal year: pro-
vided that all accumulated dividends and
interest on the preferred stock for ali
previous years shall have been paid in
full.
All outstanding common stock shall be
or by proxy, at all meetings Of the stock
holders: the preferred stock shall not b.
entitled 70 any vote.
No stakeholder shall have the right TO
sell his stock until he first offers the
same. through the Secretary Of the COM
pany. to the other stockholders Of the
company, in the manner provided herein
for the sale Of increased stock. for a
period OF thirty 800 days. at its book
value. as shown by the last trial balance
OF the company.
ARTICLE V. The powers OF this cor
poratiOn shall be vested in and exer-
cised by n board Of four a. directors
three Of whom shall constitute a quorum.
The board shall be divided into two C2)
divisions. two ~ members 10 a division
designated a Divisions No. 1 and No. ..
The following persons shall constitute
the first Board Of Directors:
Division No, /: Henry T. De Bardele-
ben. Robert d. Reeves.
=. Division No. .: Wesley Merritt and
All directors shall be entitled to one
GD vote. either in person or by. proxy
A member Of the Board Of Directors
either as officer or otherwise. shall be
entitled 70 but one On vote.
In the event Of a vacancy in Division
NO. for any cause. his successor shall
he elected by the surviving member OF
Division No. 1 for the une1pired term
in the event Of a vacancy in Division
b elected by the surviving member OF
Division No. =
ARTICLE VI. The officers Of this cor
poration shall be 4 President and two
Vice presidents and Secretary Treas
urer. The right is hereby given TO and
vested in the Board Of Directors at any
time in their discretion 10 divorce the
ofnces OF Secretary and Treasurer and
constitute different persons as Secretary
and Treasurer; the right is also hereby
given to and vested in the Board OF
Directors, at their discretion to combine
any two offices or TO divorce them at
offices and thereafter destroy them.
The nrst officers OF this corporation
shall be: Robert y. Reeves. President:
Henry T. De Bardeleben. Vice President:
Wesley Merritt, Vice-President: Charles
Fowler Jr.. Secretary Treasurer.
The Board Of Directors and officers
aforesaid shall continue in office until
the second Tuesday in the month Of June
A. ID. 1923, on which date and annually
thereafter their successors shall be elect
I'd, unless said date shall be 4 holiday
in which event the election shall be held
on the next legal date thereafter
Failure TO hold an election on the day
ton. but the directors shall hold thei,
respective Offices until an election shall
be held after thirty days written notice
OF the time and place thereof. mailed to
each stockholder Of record at his last
known address.
ARTICLE VII. The names and post
Office addresses OF the subscribers 10
articles OF incorporation and a statement
Of the number OF shares OF stock which
each has agreed to take are as follows:
Robert II. Reeves. New Orleans La. 80
shares: Henry T. De Bardeleben. Birr-
lngham, Ala. $50 shares: Wesley Merritt
Galveston. Texas, $50 shares: Charles
Fowler. Jr., Galveston. Texas, 80 shares
ARTICLE VIII Whenever this cor
poratiOn is dissolved. either by Limitation
be iquidated by the Board Of Directors.
who are hereby vested with full power
to sell any or all assets Of the corpor-
alton. either separately or in a mas,
and TO convey full and complete title
thereto: and shall have full power 10
10 ana perform all acts necessary and
proper to fully and completely Iiauidate
me affairs and distribute the proceeds
II any. among the stockholders Of this
of stock held by each.
This act of INCORPORATION nav n.
amended. altered and modified. or this
corporation dissolved, in the manner pro-
1ided by law.
Thus done and passed in nv notarial
office in the city of New Orleans. parish
or orleans. state Of Louisiana. on the
lay: month and year first above written.
n the presence Of Gustave Lemle and
arthur A. Moreno, competent witnesses,
Nno nereunto sign their names. together
Tith the parties hereto, and me, Notary.
ilter reading Of the whole.
Original signed Robert D. Reeves.
or one hundred and fifty (15O) shares
aenry L. De Bardeleben. for one hun
ired and fifty (150) shares: Wesley Ner-
lit. for one hundrad o,5 sf.. $50,