New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-13
NEW ORLEANS
! GORPORATIONS.


aHARTERs............. .....--.,CHARTEh.
STATE OF LOUISIANA, CITY OF NEW ORLEANS
Be it known that on this twenty seventh day of
May, A D. 1871 before me, George William Chrlsty,a
notary public in and for the city and parish or Ut
leans State of Louisiana aforesaid, duly commls.
stoned anu qualified personally came and appeared
the parties whose names are hereunto subscribed
and who did respectfully declare, that, awaiting
themselves of the provisions of the laws OF Louis
lana. in such case made aud 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 stlp-
uations contained in the following articles OF Moor
poratiOn:
The corporate name of this company shall be
CUBA ANb LOUISIANA MINING AND PAVING
COMPANY 1t shall have a 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 twenty-five years, unless sooner annulled.
and the corporation shall have rights of succession
The president of the company shall be the proper
officer on whom citations and other legal process
shall be served and in his absence service shal De
made on the vice president.
ARTICLE ILL.,
The objects and purposes for which this corpora
ton is established to work the Asphaltum
Mines on the island of Cuba, known as thee Minas
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 III the State
of Louisiana, a cordins 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, tG 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 valid trans
fer 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 "
This charter may be altered amended by the
consent of -fourths of the stock represented
in a general meeting of the stoc kholders convened
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 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 until the first cleo
ton of directors under this charter, the Board of
Directors shall be composed OF the following named
seven persons, viz: A. Van Camps Thos. f. Kerr;
Jas. R. Hastings, P. B. FOuke, George Herbert, A.
B. Seelye and T. 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 (tifteen days previous notice thereof
having been given in two of the daily newspapers
of the CITY Of New Orl- ans) an election for direc
tn q far he b4 he v he
holders at the office of the company, and pu-
rality of votes, counting one vote for each share
of stock voted on (either by the holder thereof
his proxy, shall be sufficient 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 days, and if necessary, every succeeding
fifteen days thereafter: notice thereof being in
serted in the daily papers as above provided, until
All elections shall be by ballot, superintended by
three inspectors chosen by vote among the stock
holders quot directors present on the day of cleo
ton.
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
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 every snare Oh Inc STOCK Dtlu DN MIN.
and tor 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 corporal ion,
and any director who shall fail to be he present
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, a treasurer
and all other officers. clerks and agents of the
corporation which they may deem necessary;
shall define their duties, fix their salaries and
them at pleasure.
The board may grant (for the transaction of the
business of the corpOratiOn) TO committees of their
own body, or to their officers agents such pow
ers as they may deem expedient, and may also APP
point agents within and without the State of Louis
lana under such conditions to said board may
seem proper; and the board shall have fun power
to make bylaws. rules and regulations, and to
alter and amend the same whenever they
slider it necessary.
Minutes of the proceedings of the Board of Di-
rectors shall be kept by the secretary and signed
by the president.
Whenever certificates of stock are issued to
stockholders they shall be signed by the president
and the secretary. All notes, drafts, checks,
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
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 or responsible for the contracts or faults of
the corporation, 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 LIQUIDATION of the affairs of the corporation
shall be made by three commissioners, appointed by
he stockholders from among their own members, at
Meeting convened for that purpose, after thirty
lays previous notice in two newspapers published
n New Orleans. The duty of said commissioners
shall be TO liquidate finally all the business of the
corporation, on such terms and in such manner as
shall be determined at the meeting by majority
VI the stockholders present or represented and it,
1t any time prior to the termination of this char
er two thirds of all the stockholders in number,
two thirds of the stock in amount,
shall at any meeting of the stockholders called for
hat purpose after thirty DAYS previous notice, for
5he liquidation of the affairs of this corporation
Ind elect commissioners and determine the mode
md manner in which said liquidation is TO be
made, then the liquidation shall be made immedi-
ttely.
The names of the stockholders, their residence
md the number of shares held by each are de-
and set opposite each of their names
respectively.
The United States internal revenue stamp OF
i've cents per sheet required by law for this act
las been hereuntO duly xed and cancelled.
This done and passed in my office, at the city of
Sew Orleans, aforesaid, the day and date above
written in the presence of Harry t. Hays and
samuel NJ. Burnett, witnesses of lawful age and
nTfl falt ETd f,f rrlp sf1 .s1r