New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-05-30
CORPORATIONS.
TsHARrER IL ....CHARrER.
STATE OF LOUISIANA, CITY OF NEW ORLEANS

:
STATE OF LOUISIANA, CITY OF NEW ORLEANS
BE it known that on this twenty seventh day of
May, A ID. 1871 before George William Christy
notary public in aud for the city and parish of Or
leans, State of Louisiana aforesaid, duly commits
stoned anu qualified, personally came and appeared
the parties whose names are hereunto subscribed,
and who did respectfully declare, that, awaiting
themselves of the provisions of the laws of Louis
lana in such case made and provided, they have
covenanted and agreed, and 40 by these presents
covenant and agree and bind th- mselves and those
whom they represent, to form themselves into and
cons itute corporation for the objects and pur
poses hereinafter named, and agreeaby to the slip
ulatons contained in the following articles of incor
poration:
The corporate name of this company shall be
CUBA ANb LOUISIANA MINING AND PAVING
COMPANY. 1t shall have q seal, with the corporate
name of the company engraved thereon
ARTICLE H.
The legal domice of the corporation shah be in
the city of New Orleans, state Of Louisiana. The
charter shall remain in full force the space and
term of twer tytive years, unless sooner annulled
and the corporation shall have rights of succession.
The president of the company shall be the proper
officer on whom citations and ether legal process
shall be served and in his absence service shall be
made on he vice president.
ARTICLE III.
The objects and purposes for which this corpora
ton is established are to work the AsphaltuW
Mines, the island of Cuba, known as the "Mnas
de Roberts" "Minas de Rodes" and 'Minas Balma-
sada" TO ship the asphaltum to different parts of
the world and to lay pavements constructed of
asphaltum i'll the island of Cuba and i'll the State
of Louisiana, according to certain patents known
as Van Camp and o. Hodgmans patents.
ARTICLE w.
The capital stock of the company is hereby fixed
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
capital which - the
owners of said mines 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 sad patents
the island of Cuba and State of Louisiana.
ARTICLE V.
This charter may be altered or amended by the
consent of three.fOurths of the stock represented
in 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 in a 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 a
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 elec-
tiOn of directors under this charter, the Board of
Directors shall be composed of the following named
seven persons, viz: A. Van Camp, Thos. F. Kerr,
Jas K. Hastings. p d. 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 thu city o: New Orl-aus), election for direc-
to for the coming year shall be held by the stock
holders at the office of the company, and plu-
raj ty of votes, counting enc vote for each share
of stock voted on either by the holder thereof or
his proxy, shall be sufficient for the election of
director; and If, from any cause. said election
should fail on 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 as above provided, until
valid election OF directors is effected.
All elections shall be by ballot, superGtended by
three inspectors chosen by vote among the stock
holders (uot drectorsl present on the day of elee
tor.
The directors thus elected, shall. at their first
meeting, choose Thy majority of the whole board)
one from among themselves 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 and be vested with
the same powers.
Al all meetings of stockholders for the election
OF directors or for other purposes each stakeholder
shall be entitled to vote (either directly or by
proxy for every share of the stock held by him
and tor which his name appears on the books of
the corporation.
ARTICLE VIII
A majority of the board shall constitute quorum
to transact all the business of the corporal ion,
and any director who shall fail to be be present at
four consecutive meetings, without the consent of
the board, shall be considered having vacated
his office. The board shall have power to fill any
vacancy that may occur among the directors from
death resignation absence or otherwise.
The board shall elect a secretary a treasurer
and ali 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 corporatonl 10 committees OF their
own body, or to their officers agents. such pow
ers as they may deem eXpedient. and NAV also APP
point agents within and without the State OF Louis
lana. under such conditions to said board NAV
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 IL necessary.
Minutes of the proceedings of the Board of Di
rect0rs shall be kept by the secretary and signed
by the president.
ARTICLE TX
Whenever certificates of stock are issued to |
stockholders 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 for the registry and transfer shares
Of the capital stock OF the corporation. subject to
the regulations established by the board. Transfers |
shall be made in said books and signed by the share
holder or his attorney i'll fact
All transfers OF stock shall be valid and recog- !
nzed 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 responsible for the contracts or faults of
-he corporation. nor shall any infonnality in
organization have the effect of rendering this
charter null, or of exposing stakeholder to any
liability beyond the amount of his stock.
ARTICLE XI.
The liquidation of the affairs of the corporation
hall be made by three commissioners, appointed by
he stockholders from among their own members, at
meeting convened for that purpose, after thirty
Jaws previous notice IN two newspapers published |
q New Orleans. The duty of said commissioners
ha! be to Hquidate finally ali the business of the
corporation, on such terms and in such manner as
hall be determined at the meeting 10y a majority
II the stockholders present or represented; and it,
It any time prior to the termination of this char
er, two thirds of all the stockholders in number
two thirds of the stock in amount
han at any meeting of the Stockholders called for
hat purpose, after thirty DAYS previous notice for
he liquidation of the affairs of this corporation
md elect commissioners, and determine the mode
nd manner in which said liquidation is to be
oade, then the liquidation sh ali be made immedi.
tely.
ARTICLE XII