New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-07
CORPORATIONS.
QUARTER
CHARTER.
STATE OF LOUISIANA. CITY OF NEW ORLEANS

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STATE OF LOUISIANA, CITY OF NEW ORLEANS.
BE it known that on this twenty day of
May, A D. 1871, before me, George William Christy a
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 90 by these presents
covenant and agree, and bind TIN mselves and those
whom they represent, to form themselves into and
cons itute a corporation for the objects and pur-
poses hereinafter named and agreeaby to the stip-
ulations contained in the following articles of incor
pOration:
The corporate name of this company shall be
CUBA AMP LOUISIANA MINING AND PAVING
COMPANY. 1t shall have a seal, with the corporate
name of the company engraved thereon.
ARTICLE II
The legal domicie of the corporation shall be in
the city of New Orleans State OF Louisiana. The
charter shall remain i'll full force Tor the space and
term of tweuty-tiv years, unless aunulled.
and the corporation shall have rights of succession.
The president of the company shall be the proper
officer 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, B." "Minas de Robes" and "Minas Balma
sada," to ship the asphatum to different parts of
the world and to lay pavements 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 &c 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 mines and patents, as preferred and
fully paid up STOCK on their making a valid trans
fer and assignment of all their rights aud 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
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 cleo
ton of directors under this charter the Board of
seven persons viz: A. Van Camp, ThOs F. Kerr,
Jas. R. Hastings P. B. F0uke George Herbert, A.
B. Seelye and z. Taylor; and A. Van Camp shall
be president of said board. and A. B. Seeye shall
be vice president of said board, who shall remain
in Office until their successors 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 Orl-ans), election for drec-
to for the coming year shall be held by the stock
holders at the office of the company, and piu-
raj ty of votes, counting vote for each Share
of stock voted (either by the holder thereof or
his proxy shall be sufficient for the election of a
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.
AL elections shall be by ballot, superintended by
three inspectors chosen by vote among the stock
holders (not directors) present on the day of cleo
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
IT inability to act the vice president shall perform
all the duties of the president and be vested with
the same powers
of directors for other purposes each stakeholder
shall be entitled to one vote (ether directly by
and for 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 corporation,
and any director who shall fail to be be present
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 secretary, a treasurer
other officers clerks he
corporation which they may deem necessary;
shall define their duties, fix their salaries. and
The board may grant for the transaction of the
business of the cOpOration) to committees of their
own body, or to their officers agents, such pow
ers as they may deem expedient, and may also ap
point agents within and without the StateOf 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 it necessary.
Minutes of the proceedings of the Board of Di-
rectors shall be kept by the secretary and signed
ARTICLE TX
Whenever certificates of stock are issued to
Ockholders 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 of 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 in 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 faults of
The corporation, shall ary infOrmality in |
organization have the effect of rendering this |
charter null, or 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
5he stockholders from among their own members at
meeting convened for that purpose, after thirty
JAYS previous notlce In two newspapers published
n New Orleans. The duty of SAID commissioners
hall be to liquidate finally all the business of the
corporation on such terms and in such manner as
hall be determined at the meeting by a majority
If the stockholders present or represented and it,
1t any time prior to the termination of this char
er two birds of all the stockholders in number
representing two thirds of the stock in amount
hall 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
md manner in which said liquidation is to be
made, then the liquidation sh all be made immed-
Ltely
ARTICLE XII.
The names of the stockholders their residence
md the number of shares held by each are de-
Jared to be such subscribed to this act of |
and Set opposite each of their names
respectively.
i've cents per sheet required by law for this act
las been hereunto duly affixed and cancelled.
This done and passed in my Office, at the city of
'ew Orleans, aforesaid, on the day and date above
samuel NJ. Burnett, witnesses of lawful age and
in said city, who hereuntO sign their
James together with the parties subscribing, and
ne notary.