New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-21
{ NEW WEfSEs6AT. JUNE 80 -
CORPORATIONS.
CHARTER~.,. .,-..,.v...,... CHARTER.
STATE OF LOUISIANA, CITY OF NEW ORLEANS

STATE OF LOUISIANA, CITY OF NEW ORLEANS
Beit known that on this twenty seventh day 9
May, A. ID. 1871 before me, George William Chrsty,
notary public in and for the city and parish of Oh
leans State of Louisiana aforesaid, duly commits
| stoned anu qualified, personally came and appeare
| the parties whose names are hereunto subscribed
and who die respectfully declare, that, availn
themselves of the provisions of the laws of Louis
| lana. in such case made and provided, they hav
covenantea a ana agreed ana 10 oy these present
| whom they represent, to form themselves into an,
constitute corporation for the objects and pur
poses hereinafter named and agreeably to the slip
ulations contained in the following articles of incOr
| poration:
ARTICLE l.
The corporate name of this company shall b,
| CUBA ANb LOUISIANA MINING AND PAVING
COMPANY. 1t shall have seal with the corporal,
name OF the company engraved thereon. t,r
ARTICLE H. .tf
The legal domice of the corporation shall be il
the city of New Orleans, State of Louisiana. Tn,
charter shall remain in full force Tor the space
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 III his absence service shall bt
made on the vice president.
ARTICLE H.
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" "Minas de Roaes" and "Minas Balma
sada,' to ship the asphalttm to different parts OF
the world, and to lay pavements constructed OF
asphaltum III the island of Cuba and in the state
of Louisiana, -cording to certain patents known
as Van Camp and .. HOdgmans patents.
ARTICLE ".
The capital stock of the company is hereby fixed
at one million dollars, &c 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 parents preferred and
fully paid up stock, on their making valid trans
Ter and assignment of all their rights and to the
said mines. and or their rights i'll said patents for
the island of Cuba and State of Louisiana.
ARTICLE W.. -.ss..
This charter may be altered or amended by the
consent of three-fourths of the stock represented
i'll a 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 fifty shares of the capital stock OF the cor
poratiOn, and no stakeholder shall be eligible as
director unless he has held said fifty shares in his
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 Camp, Thos. +. Kerr
B. Seeiye 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 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
to for tke coming year shall be held by the stock
helders at the office of the company, and pu-
rally of votes counting one vote for each share
of stock voted OH itther by the holder thereof or
his proxy shall besufieient 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
fifteen days thereafter: notice thereof being in.
rad Election reeror se4Ee until
All elections shall be by ballot. superintended by
three inspectors chosen by vote among the stock
holders mot directors present on the day of eiec
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
or 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 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,
and for which his name appears on the books of
the corporation.
ARTICLE VIII
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 having vacated
his office. The board shall have power 10 Ill 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 fix their salaries and |
remove them at pleasure.
Nd mo ut fro, ao+;o,
business of the corpOraton) to committees of their
OWN body, or to their officers agents such pow
ers as they may deem expedient, and NAV also ap-
POINT agents within and without the State OF Louis
ana under such conditions to said board may |
seem proper; and the board shall have full power
20 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-
ectOrs snail De Kept by the secretary and signed
~ the president.
Whenever certificates of stock are issued to
toekholders they shall be signed by the president
nd the secretary All notes. drafts checks con
racts, and all evidences of debt, shall also be
igned by the president ard secretary. Books shall
Kept open for the regi try and transfer of shares
the capital stock of the corporation. subject to
he regulations established by the board. Transfers
hall be made in said books and signed by the share
Older or his attorney in fact
all transfers of stock shall be valid and recog
lied by the corporation if signed the back of the
ertlhcate by the shareholder and two witnesses.
ARTICLE X
No stakeholder in this corporation shall ever be
able responsible for the contracts or faults of
he corporation, nor shall any mere informality in
rganizaton have the effect of rendering this
harter null, of exposing a stakeholder to any
ability beyond the amount of his stock
ARTICLE XII
The liquidation of the affairs of the corporation
lall be made by three commissioners appointed by
he stockholders from among their own members at
eeting convened for that purpose, after thirty
avs previous notice in two newspapers published
New Orleans. The duty of said commissioners
lall be to liquidate finally all the business of the
,rpOration, such terms and in such manner as |
lall be determined at the meeting by a majority
the stockholders present or represented and IT.
any time prior to the termination of this char |
r, two thirds of all the stockholders in number |
presenting two thirds of the stock i'll amount |
lall at any meeting of the stockholders called for
nat purpose, after thirty days previous notice for
lie liquidation of the affairs of this corporation |
I'D elect commissioners, and determine the mode |
Id manner i'll which said liquidation is to be |
AIDE, then the liquidation shall be made immedi-
ely.
ARTICLE XII.
The names of the stockholders their residence
I'd the number of shares held by each are de-
AIRED to be such as subscribed to this act of
corporation and set opposite each of their names
spectively.