New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-18
CORPORATIONS.


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{ CHARTER. .....-.--.....-...-.C CHARTER
STATE OF LOUISIANA, CITY OF NEW ORLEANS
BE it known that on this twenty. seventh day o
May, A. d. 1871 before me, George william Chrlsty,
notary public in and for the city and parish OF Or
leans State of Louisiana aforesaid duly commits
| stoned anu qualified, personally came and appeare.
the parties whose names are hereunto subscribed
| and who did respectfully declare, that, avaiin,
themselves of the provisions of the laws of Louis
| lana in such case made and provided, they hav
eovenanted and agreed ana 40 oy these pr present
whom they represent. to form themselves into an,
| cons tute a corporation for the objects and pun
poses hereinafter named and agreeably to the slip
uatons contained in the following articles of ineor
| p0ration: I'd .,-. - = ...-..-.. ,..- frt'
The corporate name of this company shall b,
CUBA INb LOUISIANA MINING IND PAVING
| COMPANY. 1t shall have seal with the corporate
name of the company engraved thereon.
| ....s ARTICLE II.
| The legal domice of the corporation shall be il
| the city of New Orleans State of Louisiana. The
charter shall remain in full force for the space ane
term of twenty-five years, unless sooner annuiied
and the corporation shall have rights of succession
The president of the company shall be the proper
officer when 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 AsphaItum
de Roberts" "Minas de Rodes" and "Minas Balma.
sada" to ship the asphaltum to different parts OF
the world, and to lay payements rue So %
asphaltum in the island of Cuba and III tne state
of Louisiana, a cording to certain patents known
Van Camp and 0. Hodgmans patents
-.Tt ARTICLE ". pcs ta
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
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 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 v. -sf-s-
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 Board of Directors
consisting of seven stockholders, each holding at
least nity shares OF me capital stock OF the cor
director unless be Lac held said fifty shares in his
own name at least sixty days prior to said cleo
ton: Provided however that until the first cleo
tibn 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,
B. Seelye and 2. 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 Orr ans) an election for direc-
to for the coming year shall be held by the stock
holders at the office of the company. and a. pln-
ralty of votes, counting vote for each share
of stock voted on either by the holder thereof or
his proxy, shall be sufficient for the election of
director; and il, from any cause. said election
should 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 the day of cleo
ton.
The directors thus elected, shall, at their first
meeting, choose (bv a 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 of his absence
inability TO act, the vice president shall perform
all the duties of the president, and be vested with
At all meetings of stockholders for the election
of directors or for other purposes each stakeholder
shall be entitled to one vote (either directly or by
proxy for every share of the stock held by him.
and for which his name appears the books of
the corporation.
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 at
four consecutive meetings, without the consent of
the board, shall be considered as having vacated
his Office. The board shall have power 10 I'LL any
vacancy that may occur among the directors from
death resignation, absence or otherwise.
The board shall elect a 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 may grant flor the transaction of the
business of the eorporationl to committees of their
own body, or to their officers or agents such pow
ers 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 it necessary.
Minutes of the proceedings of the Board of Di-
shall be kept by the secretary and signed
by the president.
ARTICLE X. -..-..H
Whenever certificates of stock are issued to
stockholders they shall be signed by the president
tracts, and all evidences of debt, shall also be
signed by the pre- sident 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 nor shall any mere informality in
organization have the effect of rendering this
charter null, of exposing a stakeholder to any
liability beyond the amount of his stock. /
-a-f 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 lquidate finally all 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 il,
1T any time prior to the termination of this char
ter two thirds of all the stockholders in number,
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 Humiliation 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.
So. ARTICLE XII.
The names of the stockholders, their residence
and the number of shares held by each de-
clared to be such as subscribed to this act of
and set opposite each of their names
respectively. ......
The United States internal revenue stamp of
pts In. at W Lar this act