The herald., 1922-02-16
CHARTER.

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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 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 or a.. 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 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 it de
| SireS to retire The intent and effect of
! this provision being that if the cOrpOr-
| alton elects voluntarily to retire 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 o
preferred stock under the present see
| ton.
Section T. The common stock shall be
entitled to all earnings of the corpora
tionv 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
erued 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,
| IL any, at the rate of seven ca 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 nreferred
i and /Or common stock of this corporation
| or any part thereof, may be issued and
delivered to any person. firm or cprpor-
/ 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 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
| corporation shall be vested in Board
| 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
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 meetings
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 he
elected annually by the common stock
holders at 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 Cor the next
legal day IL that be n 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
he or she has designated no address. then
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
be waived by unanimous consent. Each
holder OF common stock shall be entitled
TO one vote for each share of common
stock standing In his name on the books
OF the corporation, said vote to be cast
IN person or by proxy, and a majority
OF the votes cast shall elect. Failure to
H.. ~
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 snail have
occur or In any manner arise or be ere
ated on the Board. even though no
quorum remain at the time such vacan.
cies are to be filed. The Board shas
elect from their number a President, a
ce-President. and Secretary-Treas|
urer; provided, that from time to time
the Board may dispense with any of said
ofhcers and /or may combine and FOR sep
arate any of them, and/or may elect such
other officers 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.
At any meeting Of the Board of Direc.
tors any director absent from the meet
ig may De represented by any other
director, who may cast the vote of the
absent director according to the written
instructions, either general or special of
said absent director. The Board of Direc-
tors shall have authority to make and
establish, as well as alter and amend all
bylaws, rules and regulations necessary
and proper for the support and manage.
ment Of the business and affairs of this
corporation, and not inconsistent with
this charter; and they shall have power
to authorize the borrowing Of money and
the issuance of notes, and the execution
OF pledges and mortgages and generally
to do all things necessary or convenient
Tor the proper carrying ON of the business
or the corporation. Until the general
meeting OF the stockholders for election
OF the directors. to be held in 1929. or
until duly qualified successors are elect |
ed and installed, the Board of Directors
shall be composed Of the following: II. ]. |
Porter, Carondelet Building. New Or |
leans; III. Il. Porter Carondelet Building |
New Orleans; A. w. Porter. Carondelet |
building. New Orleans Provided. that |
the Board above named and any succeed |
ing Board may choose additional direc. |
tors within the total numerical limit OF |
the Board whenever such total limit shall |
not have been filled by the stockholders
VI the foregoing directors, II. J.. Porter |
PRESIDENT and A. w. Porter, Secretary |
ARTICLE vi. This act of INCORPORATION |
may be changed, modified or amended |
or the corporation dissolved by n vote |
OF twothirds (2-3l Of the common stock |
present or represented at a, general meet. |
Ing or the common stockholders convened |
Tor such purpose, after previous notice |
snail have been given in the manner above
In rtrA. ~ ~