New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-08

CHARTER.

|
covenanted and agreed, and 90 by these present,
covenant and agree and bind tn. mselves and those
whom they represent, to form themselves into and
cons itute a corporation for the objects and pIr
poses hereinafter named and agreeably to the slip
ulatons contained in the following articles of ncor
poration:
| The corporate name of this company shall be
| CUBA AND LOUISIANA MINING AND PAVING
| COMPANY. 1t shall have seal, with the corporate
name of the company engraved thereon
ARTICLE II.
The legal domice of the corporation shall be in
| the city of New Orleans, State of louisiana The
charter shall remain in full force TOR the space and
| term of twenty-five years unless sooner annulled.
The president of the company shall be the proper
offieer on whom citations and ether legal process
| 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 'Mnas
de Roberts" "Minas de Robes" and "Ninas Ralma.
sada," to ship the asphaltum to different parts of
the world, and to lay payements constructed of
asphaltum in the island of Cuba and in the State
| of Louisiana, according to certain patents known
| as Van Camp and o. Hodgman's patents.
ARTICLE ".
The capital stock of the company is hereby fixed
at one million dollars, tc be represented by ten
thousand shares of one hundred dollars each All
stock shall be considered fully paid up 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
fully paid up stock, on their making a valid trans
fer and assignment of all their rights and to the
said mines and OF their rights in sad patents for
the island of Cuba and State of Louisiana
ARTICLE "
This charter may be altered or amended bv the
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 il a Board of Directors
consisting of seven stockholders, each holding al
least fifty shares of the capital stock of the cor.
poration and no stockholder 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 F. Kerr
Jas j s R Hastings P B. Fouke, George Herbert, A:
be president of said board, aud A. B. Seelye shall
be vice president of said board, who shall remain
in office until their successors are duly elected
accordance with article seven.
ARTICLE VII
On the first Monday in January 1872 and Annually
thereafter (tfteen days previous notice thereof
having been given in two of the daily newspapers
of the city o: New Orl-ans) 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 vote for each Share
of stock voted on (ether 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 NAV be adjourned
fifteen days and, if necessary, every succeeding
fifteen DAYS thereafter: notice thereof being in |
serted IN the daily papers above provided until
a valid election of directors is effected.
All elections shall be by ballot, superintendent by
three inspectors chosen by vote among the stock
holders mot directorsl present on the day of elec
ton.
The directors thus elected shall at their first |
meeting choose tby 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
inability to act, the vice president shall perform
al the duties OF the president, and be vested with
the same powers.
At all meetings of stockholders for the election |
of directors or for other purposes each stakeholder
proxy for every share of the stock held by HIM
and for which his name appears on the books of |
the corporation.
ARTICLE VIII.
majority of the board shall con stitute Quorum
to transact all 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 10 fill any
vacancy that may occur among the directors from
death resignation, absence or otherwise.
The board shall elect a secretary, a 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 cOrpOratiOn TO committees of their
wn body, or to their officers agents such pow
ers as they may deem expedent, and may also APP
point agents within and without the State of Louis
ana under such conditions to said board NAV
seem proper and the board shall have full power
% make bylaws. rules apd regulations and to
liter and amend the same whenever they con- |
der it necessary.
Minutes of the proceedings of the Board of D |
ectoIs shail be Kept by the secretary and signed
W the president.
ARTICLE TX
Whenever certificates of stock are issued to |
tockhOlders, they shall be signed by the president
nd the secretary. All notes drafts checks con- |
racts and all evidences of debt shall also he
iSned by the president and secretary. Books shall
e kept open Tor the registry and transfer OF shares
the capital stock of the corporation, subject to
he regulations established by the board Transfers
hall be made in said books and signed by the share
older or his attorney in fact.
All transfers of stock shall be valid and recog-
lied by the corporation if signed the back of the
ertihcate by the shareholder and two witnesses
ARTICLE x
No stakeholder in this corporation shall ever be
able or responsible for the contracts faults of
he corporation, nor shall any informality in
rganizatiOn have the effect of rendering this /
larter null, or of exposing a stockholder to any
ability beyond the amount of his stock. a
ARTICLExI.
The liquidation of the afailsof the CORPORATION | O
lall be made by three commissioners, appointed by
lie stockholders from among their own members at S
octlLS CoHNeueu lOE lndl purpose after thirty | 2
AVS previous notice in two newspapers published
New Orleans. The duty of said commissioners | G
lal be to liqudate finally all the business of the
'rporation on such terms and in such manner as n
TALL be determined at the meeting by a majority -
the STOCKHOLDERS present represented: and il
any time prior to the termination of this char |
7, two thirds OF all the stockholders in number
presenting two thirds of the stock in amount
all at any meeting of the stockholders called for
at purpose, after thirty days previous notice for
e liquidation of the affairs of this corporation
ID elect commissioners, and determine the mode
i'd manner in which said liquidation is to be | 7
ade, then the liquidation shall be made immedi
ely. T
ARTICLE XII. "
The names of the stockholders their residence | g
d the number of shares held by each are de-
ared to be such subscribed to this act of | g
and set opposite each of their o
,pectvely. It
The United States internal revenue stamp OF |
e cents per sheet required by law for this act | -
$ been hereunto duly affixed and cancelled. :
his done and passed in my office, at the city of |
w Orleans, aforesaid, on the day and date above |
1tten, in the presence of Harry T. Hays and
muel NJ. Burnett, witnesses of lawful age and | -
mici at ed in said city, who hereunto sign their
mes, together with the parties subscribing and
:, notary.
Original signed) A. VAN CAMP
TH0MASF. KERR, r
p B. F0UKE,
z. TAYLOR n
J. R. HASTINGS NJ
GEORGE HERBERT -
SAMUEL H. HOUSTON, o.
A. B. SEELYE, "
WE. DUNHAM "a
HARRY T. HAYS r.
s. NJ. BURNETT ~