New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-05-31
CORPORATIONS.



Re it known that on this twenty-seventh day of
Nav 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 commis,
stoned ami qualified personally came and appeared
the parties " hose names are hereunt0 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 90 by these presents
covenant and agree and bind tn, mselyes and those
whom they represent, to form themselves into and
constitute corporation for the objects and pur-
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 H.
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 tweI ty-ive years, unless sooner annulled.
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 Asphatum
Mines on the island of Cuba, known as the 'Mnas
de Roberts" "Mnas de Robes" and Minas Balma-
sada" to ship the asphaltum to different parts of
the world, and to lay pavements constructed of
1RDlaltun
of Louisiana, cording to certain patents known
as Van Camp and q. Hodgman's patents
ARTICLE ".
The capital stock of the company is hereby fixed
at one million 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 representing six hundred thousand dollars
of the capital stock, which shall be issued tn the
owners of said mines and patents. as preferred and
fully paid up stOck on their making a valid trans
ter and assignment of all their rights IN and to 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 a general meeting of the Stockholders convened
for that purpose, after thirty days notice i'll two
daily papers published Ill the city of New Orleans.
ARTICLE VI
All powers of the corporation, except as herein
limited shall be vested III a Board of Directors.
consisting of seven stockholders each holding AT
least fifty shares of the capital stock of the cor
poratiOn, and no stakeholder shall be eligible a
director unless he has held said fifty shares in his
name at least sixty days prior TO said cleo
ton Provided, however, that until the first elec-
ton of directors under this charter the Board Of
Directors shall be composed of the following named
Pnnnss Fo ah e lorg rnPs
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 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, aus), election for drec
to for the coming year shall be held by the stock
holders at the office of the company, and plu-
ralty of votes, counting one vote for each share
of stock voted on (tither by the holder thereof
his proxy) shall be sufficient for the election of a
director; and if, from any cause. said election
shOud fail Amounted.
stockholders for that purpose may be adjourned
fifteen days, and II necessary, every succeeding
fifteen davs thereafter: notice thereof being in
serted in the daily papers above provided, until
valid election OF directors is effected.
All elections shall be by ballot, superintendent by
three inspectors chosen by vote among the stock
holders (not drectOrs) present on the day of elec
ton.
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.
| At all meetings of stockholders for the election
of directors for other purposes each stakeholder
shall be entitled to one vote (ether directly or by
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 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 ill 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 deiae their duties, Fix their salaries, and
| remove them at pleasure.
| The board may grant flor the transaction of the
business of the corporatOn) 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 withi 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 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
stock holders 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 on the back of the
certificate by the shareholder and two witnesses
ARTICLE x.
No stakeholder in this corporation shall ever be
liable or responsible for the contracts faults of
the corporation nor shall any infOrmality 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
shall be made by three commissioners appointed by
the stockholders from 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 liquidate finally ali the business of the
corporation on such terms and in such manner as
shall be determined at the meeting by majority
of the stockholders present or represented and it,
at any time prior to the termination of this char
ter, two birds 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 be
made, then the liquidation shall be made immedi-
ately.
ARTICLE XII
The names of the stockholders, their residence
and the number of shares held by each are de-
claTed to be such are subscribed to this act of
Incorporation and set opposite each of their names
respectively.
The United States internal revenue stamp OF
five cents per sheet required by law for this act
has been hereuntO duly aft xed and Cancelled.
This done and passed i'll 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 and
domcilat ed in said city, who hereuntO sign their
names together with the parties subscribing, and
me, notary.
Original signed) A. VAN CAMP
THOMASF. KERR,
P. B. FOUKE,
H. TAYLOR,
J. r. HASTINGS
GEORGE HERBERT,
SAMUEL H. HOUSTON,
A. b. SEELYE,