New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-11
CHARTER.


| QUARTER. ACKNOWLEDGEMENTS CHARTER.
| STATE OF LOUISIANA, CITY OF NEW ORLEANS.
BE it known that on this twenty seventh day of
May, d. 1871, before George William Christy,
notary public in and for the city and parish OF Or
| leans State of Louisiana aforesaid, duly commits
stoned ami qualified personally came and appeared
the parties whose names are hereunt0 subscribed,
| and who did respectfully declare, that, awaiting
themselves of the provisions of the laws of Louis
covenanted and agreed, and DO by these presents
covenant and agree and bind tn, mselves and those
whom they represent to form themselves into and
poses hereinafter named, and agreeaby to the stip
ulations contained in the following articles of ncor
| poration: z ~
| The corporate name of this company shall be
| CUBA ANb 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 TWEEN y five years. unless sooner annuiled.
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. ~ FEHI.
'u4 ARTICLE III fra 1.1-
| 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 Robes" and "Ninas Balma-
1
| 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. Hodgmans patents
| ARTICLE Nv. 3 ...
| The capital stock of the company Is hereby fixed
| at million dollars, to 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
| off mines and Dareuts q nrpfprrpd and
fully paid up stock, on their making valid trans
fer and assignment of all their rights IN aud to the
said mines, and OF their rights in said patents for
| the island of Cuba and State OF Louisiana. MI
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. r5
| All powers of the corporation except as herein
| limited, shall be vested in Board of Directors,
| consisting of seven stockholders, each holding at
least fifty shares of the capital stock Of the cor
| poraton, and no stockholder shall be eligible a
director unless be 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 directors under this charter, the Board of
Directors shall be composed Of the following named
seven persons, viz: A. Van Camp, ThOs. r Kerr,
Jas. R. Hastings, P B. Fouke, George Herbert, A.
| B. Seelye and q. Tay lOr; 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
4 On the first Monday in January 1872 and annually
having been given in two of the daily newspapers
OF the city o! New Orlrans), election for direc
to for the coming year shall be held by the stock
| holders at the Office of the company, and pu-
| raj ~ of votes, counting vote for each share
his nroxyI shall be snfcient 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 fifteen DAYS thereafter notice thereof being in,
serted in the daily papers as above provided until
All elections shall be by ballot, superintendent by
| three inspectors chosen by vote among the stock
holders mot drectors) present on the day OF cleo
ton.
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 shah perform
all the duties OF the president and be vested with
At ali meetings of stockholders for the election
of directors for other purposes, each stakeholder
shall be entitled to one vote (etler directly OF by
proxy for every share Of the stock held by him.
| and for which his name appears on the books of
| the corporation ..., 81. .4.
ARTICLE VIII.
| majority of the board shall constitute quorum
| to transact all the business of the corpora ion,
and director who shall tall 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 fill 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 deine their duties, fix their salaries, and
| remove them at pleasure.
| The board may grant flor the transaction of the
business of the cOrpOration 10 committees OF their
own body or to their officers or agents, such pow
| ti,au max daan md m alsAa
point agents within aud without the State of Louis
| iana 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 aud amend the same whenever they Con
Minutes of the proceedings of the Board of Di-
| rectors shall be kept by the secretary and signed
by the president .pr,c,p ~
Whenever certificates of stock are issued to
stockholders they shall be signed by the president
and the secretary. All notes, drafts. checks, con-
signed by the president and secretary. Books shall
be kept open for the registry and transfer of shares
81 ne 81 as % s
shall be made i'll said books and signed by the share
holder OF 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 responsible for the contracts or faults of
the corporation nor shall any mere informality in
| Organization have the effect of rendering this
| charter null, of exposing stakeholder to any
| liability beyond the amount of his stock
ARTICLE XII
The liauidatiOn of the affairs of the corporation
shall be made by three commissioners, appointed by
| the stockholders frem 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 quidate finally ali the business of the
corporation, such terms and in such manner as
shall be determined at the meeting by majority
of the stockholders present 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 corporation
| and elect commissioners, and determine the mode
and manner in which said liquidation is to he
made, then the liquidation SD all be made immedi-
| ately.
ARTICLE XII.
| The names of the stockholders their residence
and the number of shares held by each are de-
| clared 70 be such subscribed to this act of
| incorporation and set opposite each of their names
| respectively.
| The United States internal revenue stamn ot
| five cents per sheet required by law for this act
has been hereUntO duly aft xed and Cancelled
This done aud passed in my office, at the CITY of
| New Orleans, aforesaid ON the day and date above
| written, in the presence of Harry T. HAYS and
Samuel NJ. Burnett, witnesses of lawful age ana
domic at ed in said city who hereunto sion tbei1,
| me, notary.
Original signed) A. VAN CAMP
! THOMASF KERR,
/ p 3. F0CKE,