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

|
| CHARTER. Observation-Disclosures. CHARTER.
STATE OF LOUISIANA, CITY OF NEW ORLEANS.
BE it known that on this twenty day OF
May. A. d. 1871 before George William Christy
notary public in aud 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 hereunto 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
covenant and agree, and bind TIL mselves and those
| whom they represent, TO form themselves into and
| cons itute corporation for the objects and pur-
poses hereinafter named and agreeably to the slip
ulatons contained in the following articles OF incor
| 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 IL
The legal domcile 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 annuiled
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 shall be
made or the vice president.
ARTICLE III.
The objects and purposes for which this corpora
ton is established are to work the Asphaltum
Mines on the island of Cuba known as the "Minas
de Roberts" "Mnas de Robes" and "Minas Balma-
sada,' to ship the asphatum to different parts of
the world, and to lay pavements constructed of
asphaltum in the island of Cnba and in the State
OF Louisiana cording TO certain patents known
as Van camp and y. 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 to the
owners of said mines and patents, preferred and
fully paid up stock on their making valid trans
fer and asst gnment 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 "
This charter may be altered or amended by the
consent of threeSourths of the stock represented
in a general meeting of the stockholders convened
daily papers published IN the city of New Orleans.
ARTICLE VI
AL powers of the corporation except as herein
limited, shall be vested in 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 igfble as a
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 e,ec-
ton 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 ana g. TAYLOR; and A. Van Camp shall
be president of said board, and A. B. Seeiye 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
thereafter fifteen days previous notice thereof
having been given in two of the daily newspapers
OF tho city o. New Orleaus) an election for direc-
to for the coming year shall be held BY the stock
holders at the Office of the company, aud piu-
rally of votes, counting vote for each share
of stock voted on (ether by the holder thereof OF
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
valid election of directors is effected
All elections shall be by ballot, superintendent by
three inspectors chosen by vote among the stock
holders mot dlrectors present on the day of cleo
tion..
The directors thus elected, shall. at their first
meeting choose Thy majority of the whole board
one from among thensel ives as president OF this !
corporation, and one as vice president.
1t shall be the duty of the president 10 preside at
all meetings of the board. In 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.
Al all meetings of stockholders for the election
of directors or for other purposes each stakeholder
shall be entitled TO vote (either directly or by
proxy for every share of the stock held by him |
aud 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 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 to I'LL any
vacancy that may occur among the directors from
death resignation. absence or otherwise.
The board shall elect secretary, treasurer
and all other officers, clerks and agents of the
corporation which they may deem necessary;
shall define their duties. TX their salaries, and
remove them at pleasure.
he ard ma iran tho tran Of +ba |
business OF the cOrpOratOn) TO committees Of their
own body, or to their officers agents, such pow
ers as they may deem expedieut, and may also ap-
point agents within and without the State of Louis
lana, under such conditions as 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
by the president.
ARTICLE TX
Whenever certificates of stock are issued to
stoc 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
kept open for the registry and transfer of shares
If the capital stock of the corporation, subject to
he regulations established by the board Transfers
ha! be MADE IN SAID books and signed by the share
FOLDER or his attorney in fact
All transfers OF stock shall be valid and recog-
llzed by the corporation If signed on the back of the
certificate by the shareholder and two witnesses
a
No stakeholder in this corporation shall ever be
liable or responsible for the contracts faults of
he corporation, shall aEy mere infOrmality in |
organization have the effect of rendering this
harter null, or of exposing stakeholder to any
liability beyond the amount of his stock.
ARTICLE XI.
The liquidation of the affairs of the corporation |
hall be made by three commissioners appointed by
he stockholders from among their members, at |
meeting convened for that purpose, after thirty |
Jays previous notice in two newspapers published
q New Orleans. The duty of said commissioners |
hail be to iquidate finally all the business of the |
corporation, on such terms and in such manner as |
hall be determined at the meeting by a majority .
f the stockholders present represented; and if |
t any time prior to the termination of this char
er, twothirds of all the stockholders in number |
representing wO.thirds of the stock in amount |
hall at any meeting of the stockholders called for |
hat purpose after thirty DAYS previous notice for
he liquidation of the affairs of this corporation
nd elect commissioners, and determine the mode
nd manner in which said liquidation Is TO be
made, then the liquidation sh all be made immedi-
tely.
ARTICLE XII
The names of the stockholders, their residence
nd the number OF shares held by each are de-
Jared to be such subscribed to this act of
and set opposite each OF their
espectively.
The United States internal revenue stamp OF
We cents per sheet required by law for this act .
as been hereunto duly affixed and Cancelled
This done and passed in my office, at the city of
ew Orleans, aforesaid on the day and date above
'ritten. in the presence of Harry T. HAYS and