New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-05-28


stoned ami qualified, personally came and appeared
| the parties " hose names are hereunto subscribed
| and who did respectfully declare, that, awaiting
themselves of the provisions of the laws of Louis
| lana in such made and provided, they have
| covenanted and agreed, and 40 by these presents
covenant and agree, and bind TIN mselves and those
whom they represent, to form themselves into and
constitute corporation for the objects and pur'
poses hereinafter named aud asreeably TO the stp
uatiOns contained in the following articles of ncor
poration:
ARTICLE /.
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 dOmicile of the corporation shall be in
the city of New Orleans, State OF Louisiana. The
charter shall remain in full force for the space and
term of twenty five years, unless sooner annued.
and the corporation shall have rights of succession.
officer whom citations and other legal process
shall be served, and in his absence service shall be
made Oh the vice president
The objects and purposes for which this corpora
ton is established to work the Asphatum
Mines, on the island of Cuba known the ''Mnas
de Roberts" "Minas de Robes" and "Minas Balma-
sada," to ship the asphatum to different parts of
the world, and to lay Pavements constructed of
asphaltum ill the island of Cuba and ill the State
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, 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, preferred and
fully paid up stock, on their making a 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.
This charter may be altered or amended BY the
consent OF threefourth of the stock represented
for that purpose, after thirty days notice in two
daily papers published Ill the city of New Orleans.
ARTICLE VI
All powers of the corporation. except as herein
limited, shall he vested in Board of Directors
consisting of seven stockholders each holding al
least fifty shares of the capital stock of the cor
poratOn, and no stakeholder shall be eligible as
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 upder this charter the Board of
Directors shall be composed of the following named
seven persons, viz: A Van Camp, Thos. +. 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 emain
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 uewspaDers
of the city o: New Orb ans) an election for ,irec
TO for the coming year shall be held by the stock
holders at the office of the company, and plu-
rahty of votes, counting one vote for each share
of stock voted on either by the holder thereof or
his proxy, shall be sufficient for the election of a
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
hfteen days 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 superntended nv
three inspectors chosen by vote among the stock
holders quot drectors) present on the day of elec
The directors thus elected shall. AT their first
meeting choose Thy majority of the whole boartl
one from among themselves president of this
and one vice president
1t shall be the duty of the president to preside at
all meetings of the board. In case of his absence
or lnabty 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 or for other purposes each stakeholder
shall be entitled to vote (ether directly or by
proxy for every share of the stock held bv him |
ana 1or which his name appears on the books of |
ARTICLE VIII.
majority of the board shall constitute quorum
10 transact all the business of the corporation
ana any director who shall fail to be he present at
tour consecutive meetings, without the consent of
Inc board, shall be considered as having vacated
his office. The board shall have power TO fiji any
ieath resignation, absence or otherwise
Inc BOARD shall elect secretary, a treasurer
.nu al other oihcers, clerks and agents of the
corporation which they may deem necessary;
mail dehne their duties, fix their salaries and |
emove them at pleasure |
Inc board may grant flor the transaction of the
'usiIesS OF the corporaton) TO committees of their
'wn body, or to their officers or agents such now
re as they may deem expedient, and NAV also ap-
olnt agents within and without the State of Lonis
ana, under such conditions as to said board NAV
eem proper: and the board shall have fulI mover
" y. alahe bylaws rules and regulations and to
iser ana amend the same whenever they CON
lder it necessary. - WI
Minutes of the proceedings of the Board of Di
ectors snail be Kept by the secretary and signed
y the president. 7
ARTICLE TX.
" henever certificates of stock are issued To |
osk holders they shall be signed by the president
hd the secretary. All notes, drafts checks con. |
racts, and all evidences of debt shall also La
shed by the president and secretary. Books shall
Kept open for the registry and transfer of sbo
the capital stock of the corporation suhiec+ 70 |
le regulations established by the board Transfers |
1dli DC made IN said books and signed by the share
oidef or ms attorney i'll fact.
All transfers OF stock shall be valid and reeog.
zeu oy the corporation if signed on the back of tie
i''n'a'e ny the shareholder and two witnesses
ARTICLEX
40 stockholder in this corporation shall ever he
ioie or responsible for the contracts or faIts Of
&c corporation, nor shall any mere ipformaIitv in
sanlzatlon have the effect of RENDERING fbis
larier null, or of exposing ekhoIdar 70 go ,
ARTICLE XI
The liquidation of the affairs of tbo A..
. oe i'tuS py three commissioners appointed Inv
c stockholders from among their own IpeTaIa ~
eetlhS convened for thai purpose aftar tIjrtS
~ ~ prey ious notlce in two neWspapers nuhiisLaJ
NV orleans The duty of said commisSinIiars
an oe 10 hqtldate finally all the business of +Jo
ali he Gt, un suGh terms and i'll such manner as
an VI oe uetermlned at the meeting Inv a n1aiori+
the stockholders present or ~ a. Ii'Joli!y
't ~ . I prior TO the termination of This chez,
- 40 .illrus OF all the stockholders in uumbsr
III aeentlhS two-thirds of the stock in amnnnt'
a. a. auy meeting of the stockholders called for
q fRP1 1ae after thirty DAYS previous notice for
Il niiuIudtloh OF the affairs of this cornorat;or =
u eject commissioners and detern,ine IA i, I
'da ti III which said liquidation is ia he !
,ly shall De made lmmedi- I
ARTICLE XII. :
ne names of the stockholders their rosi1anoo o
+. nc NUMBER OF shares held by each are de. b
aSu 10 oe such as are subscribed to this act of L
pectively. ~ VI '''eii n"iies a
ne united States internal revenue stamn ot Il
cents per sheet required by law for this act f
y Gee gu hereunto duly Xed and cancelled. II
ms dohe and passed in my office at the CITY of lC
y dreams, aforesaid, on the dav and date above
tleH, III the presence of Harry T. Havs and ! II
nue. : NJ. burnett, witnesses of lawful age and "
hlclated in said city, who hereunto siu9 tbair | a
mes, together with the parties subscribiny aTd lie
notary. 81 anu e,
original signed) 4. VAN CAMP. VI
IHOMASF +. KERR ell
p. B. FOUKE
h. TAYLOR fir
J. r. HASTINGS in
GEORGE HERBERT 10
SAMUEL H. HOUSTON IL
A: &. SEELYR