New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-20
CORPORATIONS.
CHARrER .CHARTEB


and who did respectfully declare that avsiling
themselves of the provisions of the laws OF Louis
lana in such case made and provided, they nave
covenanted and agreed and 40 by these presents
covenant and agree and bind til. mselves and those
whom they represent to form themselves INTO ana
constitute a corporation for the objects and pur-
poses hereinafter named and agreeably to the stip
lations contained in the following articles of incor-
pOration:'
The corporate name of this company shall be
CUBA AND LOUISIANA MINING AND PAVING
COMPANY. 1t shall have q seal, with the corporate
name of the company engraved thereon.
ARTICLE II.
The legal domicile of the corporation shall be in
the city of New Orleans, State of Louisiana. The
charter shall remain in full force tor the space ana
term of tweI ty-tive years. unless sooner annuled,
The president of the company shall be the proper
officer on whom citations and other Legal process
shall be served and in his absence service shall be
made on the vice president.
ARTICLE III.
The objects and purposes for which this corpora
ton is established are to work the Asphaltum
Mines on the island OF Cuba, known as the ''Minas
de Roberts" "Minas de Roies" and ''Minas Bsima,
sada" to ship the asphaltum to different parts OF
the world, and to lay pavements constructed OF
asphaltum in the island of Cuba and in the state
of Louisiana, cOrding to certain patents known
as Van Camp and o. Hodgmans patents.
ARTICLE ".
The capital stock of the company is hereby ixed
at one million dollars tG be represented by ten
Thousand shares of one hundred dollars each. All
stock shall be considered fully paid up at the time
of subscribing, with the exception of six thousand
shares, representing six hundred thousand dollars
of the capital stock, which shall be issued to the
owners of said miues and patents, as preferred and
fully paid up stock, on their making valid trans
fer and assignment of all their rights and to the
said mines and OF their rights in said patents for
the island of Cuba and State Of Louisiana
ARTICLE V.
This charter may be altered or amended by the
three-tOurthS represented
in a general meeting of the stockholders convened
for that purpose after thirty days notice in two
daily papers published In the city of New Orleans.
ARTICLE VI
All powers of the corporation, except as herein
limited shall be vested i'll Board of Directors
consisting of seven stockholders each holding at
least fifty shares of the capital stock of the
poration, and no stakeholder shall be eligible as
director unless he has held said fifty shares in his
own name at least sixty days prior to said cleo
ton Provided, however, that until the first cleo
ton of directors under this charter the Board of
Directors shall be composed of the following named
seven persons, viz: A Van Camp Thos. 7. Kerr,
Jas. R. Hastings, P. B. Fouke, George Herbert, A.
B. Seelye and T. Taylor; and A. Van Camp shall
be president of said board, and A. B. Seelye shall
be vice president of said board, who shall remain
in Office until their are duly elected in
accordance with article seven.
ARTICLE VII
On the first Monday in January 1872 and annually
thereafter fifteen days previous notice thereof
having been given in two of the daily newspapers
OF the city o. New Orlr ans) an election for direc-
to for the coming year shall be held by the stock
holders at the office of the company, and plu-
rally of votes, counting one vote for each share
of stock voted on (either by the holder thereof
his proxy shall be sufficient for the election of a
director; and if, from any cause said election
should fail the day appointed, the meeting of
stockholders for that purpose may be adjourned
fifteen days, and, if necessary every succeeding
fifteen DAYS thereafter; notice thereof being in
serted in the daily papers de above provided until
a valid election of directors is effected.
All elections shall be by ballot, superintendent by
three lnSDpctOrS chosen k
holders mot directors) present the day of cleo
ton.
The directors thus elected shall at their first
meeting, choose Thy majority of the whole board)
one from among themselves as president of this
corporation, and one as vice president.
1t shall be the duty of the president to preside at
all meetings of the board. In case of his absence
or inability to act, the vice president shall perform
all the duties of the president aud be vested with
the same powers.
AT all meetings of stockholders for the election
of directors other purposes each stakeholder
shall be entitled to vote (either directly or by
proxy for every share of the stock held by him,
and tof which his name appears on the books of
~ ARTICLE VIII.
majority of the board shall constitute a quorum
to transact ali the business of the corporation,
and any director who shall fail to be be present at
four consecutive meetings, without the consent of
the board, shall be considered as having vacated
his Office. The board shall have power to I'LL any
vacancy that may occur among the directors from
death resignation, absence otherwise.
The board shall elect secretary treasurer
and all other officers, clerks and agents of the
corporation which they may deem necessary;
shall define their duties, fix their salaries and
remove them at pleasure
The board may grant flor the transaction of the
business of the corporaton) to committees of their
own body, or to their officers agents, such pow
ers as they may deem expedient, and may also APP
point agents withI and without the State of Louis
lana, under such conditions as to said board may
seem proper; and the board shall have full power
to make bylaws. rules and regulations and to
alter and amend the same whenever they con-
slider 1t necessary
rectors shall be kept by the secretary and signed
ARTICLE TX
Whenever certificates of stock are issued to
khoders they shall be signed by the president
and the secretary. All notes, drafts checks, con-
tracts and all evidences of debt shall also be
signed by the president and secretary. Books shall
be kept open the registry and transfer of shares
of the capital stock of the corporation subject
the regulations established by the board Transfers
shall be made in said books and signed by the share
holder or his attorney in fact.
All transfers of stock shall be valid and recog
nized by the corporation if signed the back of the
certificate by the shareholder and two witnesses.
ARTICLE X.
No stakeholder in this corporation shall ever be |
liable or responsible for the contracts or faults of
the corporation nor shall any mere infOrmality in
have the effect of rendering this |
charter null of exposing a stakeholder to any |
liability beyond the amount of his stock
ARTICLE XII
The liquidation of the affairs of the corporation |
shall be made by three commissioners appointed by
the stockholders from among their own members, at
meeting convened for that purpose, after thirty |
days previous notice in two newspapers published /
in New Orleans The duty of said commissioners
shall be to liquidate finally all the business oftthe
on such terms and in such manner
shall be determined at the meeting by majority
Of the stockholders present or represented; and it,
at any time prior to the termination of this char
ter, two thirds of all the stockholders in number,
representing twO-thirds of the stock in amount,
shall at any meeting of the stockholders called for
that purpose after thirty days previous notice for
the liquidation of the affairs of this corporate ton
and elect commissioners, and determine the mode
and manner in which said liquidation is to be |
made then the liquidation shall be made immedi- |
itely. -
The names of the stockholders their residence
Ind the number of shares held by each are de-
,lared to be such subscribed to this act of |
and set opposite each of their names
respectively.
The United States internal revenue stamp OF
i've cents per sheet required by law for this act
las been hereuntO duly aft xed and Cancelled
This done and passed in my office, at the city of
View Orleans, aforesaid on the day and date above
written, in the presence of Harry 7. Hays and
samuel ii. Burnett, witnesses Of lawful age and
lOmicilat ed in said city, who hereuntO sign their
ne, notary.
Original signed) A. VAN CAMP,
THOMASF KERR,
P. B. FOUKE,
z. TAYLOR,
J. &. HASTINGS,
GEORGE HERBERT,
SAMUEL H. HOUSTON,
A. B. SEELYE,
WE. DUNHAM
HARRY T. HAYS,