New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-15
CORPORATIONS,
CHARTER. CHARTER.


OOAd UNA 1ONDs 3.-
STATE OF LOUISIANA, CITY OF NEW ORLEANS
ne 1t 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 hereunt0 subscribed
ana who did respectfully declare, chat, 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 thu msslves and those
whom they represent, to form themselves into and
constitute a corporation for the objects and pur
uatons contained in the following articles of ncor
poratiOn:
ARTICLEI
The corporate name of this company shall be
COMPANY. 1t shall have q seal, with the corporate
name OF the company engraved thereon
ARTICLE II.
The legal domieile 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 five years unless sooner annulled.
and the corporation shall have rights of succession.
The president of the company shall be the proper
ofhcer on whom citations and other legal process
shall be served and ih 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, the island of Cuba, known the ''Mnas
de Roberts, "Minas de Rodes,' and "Minas Balma
sada' to ship the asphaltum to different parts Of
sse to LAY az h sG is the 81
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, tC be represented by ten
thousand shares of one hundred dollars each An
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, 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 V.
This charter may be altered or amended by the
consent of three fourths of the stock repressnfed
in general meeting Of the stockholders convened
for that purpose, after thirty days notice in two
daily papers published ID 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 ar !
least fifty shares of the capital stock of the cor
poration and no stockbolder shall he eSaible ss
director unless he has held said fifty shares in his
own name at least sixty days prior to said cleo
ton of directors under this charter the Board of
Directors shall be composed of the following named
Jas R. Hastings, F. Fonte A GEORGE rh aerses ners
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 successors duly elected in
accordance with article seven.
ARTICLE VII.
On the first Monday in January 1872 and annually
ttifteen days previous notice thereof |
having been given in two of the daily newspapers
OF the city o. New Orl~ans), election for direc-
to for the coming year shall be held BY the stock
holders at the Office of the company, and piu-
ralty OF votes, counting enc 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 if from any cause said election
should fail on the day appointed the meeting of
stockholders for that purpose may be adjourned
! tteen 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
All elections shall be by ballot. superinteuded by
Ebree inspectors chosen by vote among the stock
holders not directorsl present on the day of cleo
lion.
The directors thus elected, shall, at their first
meeting, choose thy majority of the whole board)
'ne from among themselves as president of this
corporation and one as vice president.
1t shall be the duty of the president to preside at
III meetings of the board. In of his absence
inability TO act the vice president shall perform
I'll the duties of the president and be vested with
he same powers.
AT all meetings of stockholders for the election
u directors or for other purposes each stakeholder
hall be entitled to vote (ether directly or by
roxy for every share of the stock held by him.
|
he corporation.
ARTICLE VIII
A majority of the board shall constitute a Quorum
o transact all the business of the corporation
md any director who shall fail to be be present at
our consecutive meetings, without the consent of
lis Office The board shall have power to fill any
acancy that may occur among the directors from
cath resignation, absence or otherwise.
The board shall elect a secretary, a treasurer |
nd ali other officers, clerks and agents of the |
orporation which they may deem necessary; !
hall define their duties, fix their salaries, and |
emove them at pleasure.
Tie board may grant flor the transaction of the ,
usness of the eorporatiOn) TO committees of their !
WI body, or TO their officers agents such pow
rs as they may deem expedent and may also ap-
ONT agents within and without the State of Louis
ina, under such conditions as to said board may
eem proper; and the board shall have full power ,
make bylaws. rules and regulations, and TO !
liter and amend the same whenever they con-
der it necessary.
Minutes of the proceedings of the Board of Di-
sctors shall be kept by the secretary and signed
49, ARTICLE TX
Whenever certificates of stock are issued to q
ockholders, they shall be signed by the president
I'D the secretary. AL notes, drafts checks, con- n
acts and all evidences of debt shall also be | 4
kept open for the registry and transfer of shares
the capital stock of the corporation, subject to
regulations established by the board. Transfers
all be made in said books and signed by the share
,lder or his attorney in fact.
|
zed by the corporation if signed the back of the
rtifcate by the shareholder and two witnesses.
ARTICLE X 9
No stakeholder in this corporation shall ever be
Ibe responsible for the contracts or faults of
e corporation, shall any mere informality in L
arter null or of exposing a stakeholder to any
bility beyond the amount of his stock.
ARTICLEXI. !,
Tho Humiliation of the affairs of the corporation &
all be made by three commissioners, appointed by
e stockholders from among their own members, at s.
Getting convened for that purpose, after thirty
VS. previous notice in two newspapers published Z
New Orleans. The duty of said commissioners u
all be to hquidate finally all the business of the
on such terms and in such manner as IL
all be determined at the meeting by majority
the stockholders present or represented; and If,
any time prior to the termination of this char .
2 two thirds of all the stockholders in number, .
presenting two. thirds of the stock in amount, @
all at any meeting of the stockholders called for y
at purpose after thirty DAYS previous notice for
liquidation of the affairs of this corporation -
elect commissioners, and determine the mode "
d manner in which said liquidation is TO be
lde, then the liquidation shall be made 1mmedl
sly. h.
The names of the stockholders, their residence IL
d the number of shares held by each are de- al
red to be such subscribed to this act OF u
corporation and set opposite each OF their names
pectively.
The United States internal revenue stamp OF
e cents per sheet required by law for this act Z,
been hereunto duly affixed and cancelled ~
his done and passed in my office, at the city OF
W Orleans, aforesaid the day and date above
itten, in the presence of Harry t; Hays and NJ
muel NJ Burnett, witnesses of lawful age and
micilated in said city, who hereunto sign their
mes. together with the parties subscribing, and
original signed) A. VAN CAMP, /
THOMASF KERR, til
P. B. FOUKE, w
2. TAYLOR,
j. R. HAST NGS, AL