New Orleans Republican., 1871-06-04
CORPORATIONS.



| CIaARTER,... R,..........-.........CH CHARTER.
| STATE OF LOUISIANA. CITY OF NEW ORLEANS
BE it known that this twenty-seventb day of
May A. d. 1871 before me- George William Christy
notary public in and 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, availing
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 til. mselves and those
whom they represent, to form themselves into and
constitute corporation for the objects and pur-
poses hereinafter named and agreeably to the stip
ulations contained in the following articles of ineor
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 and
term of TWEEN five years. unless sooner aunulled.
and the corporation shall have rights of
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 The vice president.
ARTICLE III.
The objects and purposes for which this corpora
Mines. ON 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 in the island of Cuba and i'll 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 xed
1 at milon dollars tS 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 represe nting six hundred thousand dollars
of the capital stock, which shall be issued to the
owners of said mines and patents. 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 "
| This charter NAV be altered or amended by the
consent of three fourths of the stock represented
| i'll 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 cor
director unless he has held said fifty shares in his
| own name at least sixty days prior to said cleo
ton: Provided, however, that untilthe first elec
ton of directors under this charter the Board of
Directors shall be composed of the following named
| seven persons, viz: A. Van Camp Thos. +. Kerr,
| JAS R. Hastings, P. B. Fouke, George Herbert, a.
| B. Seelye and z. 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 successors 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 Orleans), election for diree-
to for the coming year shall be held by the stock
holders at the office of the company, and a plu-
raj ty of votes, counting one vote for each share
of stock voted on (-ither by the holder thereof
his proxy) shall be sufficient for the election of a
| dirertor and it, from any caIlse, said election
| shonld 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
a valid election of directors is effected.
| All elections shall be by ballot superintended by
| three inspectors chosen by vote among the stock
holders mot directors) present on the day OF elee-
tion. g. .. .
| meeting choose thy majority of the whole board)
one from among themselves as president OF this
| corporation, and one as vice president
Ii 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.
At all meetings of stockholders for the election
of directors or for other purposes each stocknoder
shall be entitled to (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.
majority of the board shall constitute 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 having vacated
his office The board shall have power to I'LL any
vacancy that may occur among the directors from
death resignation, absence or 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 NAV grant flor the transaction of the
business of the cOTpOratOnl to committees OF thell
own body, or 10 their officers or agents, such pow
| ers as they may deem eXpedient, and may also ap
point agents within and without the State OF Louis
lana under such conditions 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 il necessary.
Minutes of the proceedings of the Board of Di
rectors shall be kept by the secretary and sgnec
y wv ARTICLE TX.
Whenever certificates of stock are issued tt
stock khoders, they shall be signed by the president
and the secretary. All notes, drafts. cheeks, con
| tracts and all evidences of debt, shall also bt
signed by the president and secretary. Books slal
be ut open for the registry and transfer of shares
of the capital stock of the corporation subject
| the regulations established by the board Transfer
shall be made in said books and signed Dy tne snare
| holder oY his attorney in fact.
All transfers of stock shall be valid and recog
nized by the corporation if signed the back of thu
certificate by the shareholder and two witnesses
| No stockholder in this corporation shall ever b.
liable or responsible for the contracts or faults o
| the corporation, shall any mere intormahty i
| organization have the effect of rendering thl
| charter null or of exposing stockholder to an,
liability beyond the amount OF his stock.
ARTICLE XI.
The liquidation of the affairs of the corporation
| shall be made by three commissioners appointed b,
the stockholders from among their own members, a
| meeting convened for that purpose, after thlrt.
| days previous notice in two newspapers publlshe'
| ia New Orleans The duty of said commissioner
shall be to hquidate finally all the business of tn
| corporatiOn, on such terms and in such manner a
| shall be determined at the meeting by maiOrit
| of the stockholders present or represented and II
| at any time prior to the termination or this chal
| 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 TO
| that purpose after thirty days previous notice TO
| the uuidatlon of the affairs of this corporation
| and elect commissioners, and determine the mod
| and manner in which said liquidation IS 10 D
| made then the liquidation sh all be made nnmed
ately. . w
The names of the stockholders their residenc
and the number of shares held by zach are de
| cared to be such as are subscribed to this act G
incorporation and set opposite each OF their name
respectively. .--. .. -- 49,.
five cents per sheet required by law Tor TINS ae
| has been hereunto duly affix xed and Cancelled
This done and passed in my office, at the city
New Orleans aforesaid on the day and date aboV
written, in the presence of Harry L: Hays an
| Samuel NJ. Burnett, witnesses OF lawful age an
ri ei in said city who hereuntO Sign tnel