New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1871-06-02
CORPORATIONS.
STATE OF LOUISIANA, CITY OF NEW ORLEANS

Il vtAA<AAS @-.~tt-tA-'''
| STATE OF LOUISIANA, CITY OF NEW ORLEANS
| BE it known that on this twenty seventh day o
NAV A d. 1871, before me, 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
| and who did respectfully declare, that, availin,
| themselves of the provisions of the laws of Louis
lana. in such case made and provided, they hay.
covenanted and agreed and 90 by these presents
covenant and agree and bind tn. mselves and those
whom they represent to form themselves into anC
cons itute corporation for the objects and pur
poses hereinafter named, and agreeaby to the slip
ulatons contained in the following articles of incor
p0ration --"' .a...54 .-
ARTICLE 1.
The corporate name of this company shall bt
CUBA ANb LOUISIANA MINING AND PAVING
COMPANY. 1t shall have a seal, with the corporate
name OF the company engraved thereon.
ARTICLE II. t..
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 annulled
and the corporation shall have rights ofsuccessiOn
The president of the company shall be the proper
officer on whom citations and either legal process
shall be served and i'll his absence shall be
made on the vice president
ARTICLE III
The objects and purposes for which this corpora.
ton is established to work the Asphaltum
Mines, on the island of Cuba known as the nMinas
sada," to ship the asphaltum to different parts of
the world, and to lay pavements constructed of
asphaltum i'll the island of Cuba and i'll the State
of Louisiana, according to certain patents known
as Van Camp and Q. Hodgnians patents.
- ARTICLE ". 81
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 tn 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 IN and to the
said mines, and OF their rights in said patents for
the island of Cuba and State of Louisiana.
..t ARTICLE y. .a. ...
This charter may be altered or amended by the
consent OF three-fOurths of the stock represented
in a general meeting of the stockholders convened
for that purpose, after thirty days notice in
daily papers published IN the city of New Orleans.
ARTICLE VI
All 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 eligible as a
director unless he has held said fifty shares in his
own Dame 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, Th0s. f. Kerr
Jas. R. Hastings. P B. Fouke, George Herbert, A.
D. Ctely6 anu L. lay lot; anu a. an lamD shall
be president of said board, and A. B. Seelye shall
be vice president of said board, who shall remain
in etfice until their successors are duly elected in
with article seven
ARTICLE VII
On the first Monday in January 1872, and annually
(hfteen days previous notice thereof
having been given in two of the daily ne wspapers
Of the city O.. New Orl-ans), an election for drec
holders at the office of the company and plu-
rahty of votes, counting one vote for each share
of stock voted on teither 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
stoc kholders 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
D valid election of directors is effected.
All elections shall be by ballot superintended by
three inspectors chosen by vote among the stock
holders (not directors) present the day of cleo
ton.
The directors thus elected, shall, at their rst
meeting, choose (by majority of the whole board)
)ne from among themselves as president of this
corporation, and one vice president
1t shall be the duty of the president to preside at
III meetings Of the board. In of his absence
I'll the duties of the president and be vested with
he same powers.
AT all meetings of stockholders for the election
# directors or for other purposes each stakeholder
hall be entitled to vote (ether directly or by
,rOxyl for every share of the stock held by him
ND tor which his name appears on the books of
he corporation.
ARTICLE VIII
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
he board shall be considered as having vacated |
lis office. The board shall have power to fill any
acancy that may occur among the directors from |
eath resignation, absence or otherwise.
The board shall elect a secretary, treasurer |
nd all other officers, clerks and agents of the |
orporation which they may deem necessary; |
dpfjn fly rhair laria
emOve them at pleasure. be-
The board may grant (for the transaction of the |
usness of the cOrpOration) to committees of their
wn body, or to their officers or agents, such pow
rs as they may deem expedient and NAV also ap-
ONT agents within and without the State OF Louis
ma under such conditions to said board NAV
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 il necessary.
Minutes of the proceedings of the Board of D
eet9rs shall be kept by the secretary and signed
the president.
ARTICLE TX
Whenever certificates of stock are issued TO |
ockholders, they shall be signed by the president
I'D the secretary All notes, drafts, checks con
acts and all evidences of debt shall also be
gned by the president and, secretary. Books shall
kept open for the registry and transfer of shares
the capital stock of the corporation, subject to
lie regulations established by the board. Transfers
lal be made in said books and signed by the share
,lder or his attorney in fact.
All transfers of stock shall be valid and recog-
Ecu NY tue II signed on the DaCk OF he
rtifcate by the shareholder and two witnesses
ARTICLE x
No stakeholder in this corporation shall ever be
,be or responsible for the contracts or faults of
y corporation, nor shall any mere nformality in
ganization have the effect of rendering this
arter null, or of exposing a stakeholder to any
Utility beyond the amount of his stock.
ARTICLE XT.
The liquidation of the affairs of the CORPORATION
all be made by three commissioners, appointed by
e stockholders from among their own members at |
eeting convened for that purpose after thirty |
ys previous notice In two newspapers published |
New Orleans. The duty of said commissioners |
all be to hquidate finally all the business of the
rporation, on such terms and in such manner as
all be determined at the meeting by majority
the stockholders present or represented; and if, |
any time prior to the termination of this char |
:, two birds of all the stockholders in number, |
presenting two thirds of the stock in amount, |
all at any meeting of the stockholders called for
at purpose, after thirty DAYS previous notice for
Q liquidation of the affairs of this corporation, |
q elect commissioners and determine the mode |
d manner in which said liquidation is to be | !
.de, then the liquidation shall be made immedi-
,ly.
ARTICLE XII
The names of the stockholders their residence
d the number of shares held by each are de-
red to be such subscribed to this act of
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 :