New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1873-09-04
CORPORATIONS.
CHARTER OF THE NEW ORLEANS,
DALLAS AND GREAT WESTERN RAILROAD
COMPANY.
PARISH OF oRLFASs-ClrY OF NEW ORLEANS.
STATE OF LOUISfSS!

PARISH OF ORLFASS-ClTY OF NEW ORLEANS.
Be it known, that on this third day of Septem.
Der, in the year one thousand eight hundred
and seventy.th1ee, before me, John Bendernagel a
notary public in and for the parish of Orleans,
State Aforesaid, duly commissioned and qualified,
and in the presence of the witnesses hereinafter
named and undersigned personally came and ap-
p AIRED Charles T. Howard, William p Harper,
William Fl: Roberts, Samuel L. James, Harmon R.
Eppler and Fitzwllam L0ns6ale, all Of this city,
who severally declared that availing themselves
OF the rights and privileges conferred by the laws of
this State relative TO the of corpora.
tons, they have formed and organized, and do by
these presents form and organize into and cOnstl-
tnte corporation for the objects and purposes,
under the stipulaiions, regulations and Obligations
following, TO wit
ARTICLE T.
The corporate name and title Of this corporation
shall be THE NEW ORLEANS. DALLAS AMI GREAT
WESTERN RAIL- DAD COMPANY. Its donciIe is
hereby declared to DE in the city OF New Orleans,
State Of Louisiana.
ARTICLE II. ee.3o
SECTION l. The object and purpose of the C5sl-
pany is TO locate, construct, maintain and opera.e
S@s lroad beginning at point on tbs issitaippi
river at near the town OF DOnaldsonvlile in this
State thence running in westerly direction to some
point, to be hereafter determined, in the parishes
of Lafayette, st. Landry and Calcasieu, to point
on the Sabine river opposite, or near the town of
Salem, i'll the county of fewtOn, III the State Of
Texas; o thence through the counties eff Newton,
Jasper, Tyler. Angelica. Cherokee, Anderson, Hen.
oersoH, Kaufman and Dallas to some point at or
near the Town OF DalldS. III lut state Oh texas
SEC. 2. And for said purpose il shall have power
and authority to have and enjoy succession by its
corporate name for the period Of twenty years
from the date OF this act; to construct sue and be
sued III its corporate name; to make aud use a cor
porate seal. TO hold, receive, purchase lease and
convey under its corporate name, property, both
real and personal; to name and appoint such man
ayers and directors and Scers as its interest and
convenience may requls, TO make @id establish
such bylaws for the proper management and aegu-
ation of its affairs may be necessary and proper
and 10 have and enjoy and possess such other incl
hereafter be conferred upon il corporation by
the general or by the special laws OF the State of
Louisiana or of the Stale of Texas or of the United
states of America or bv ordinances OF any of the
towns, cities parishes of the States Of Louisiana
and Texas.
ARTICLE ILL.,
The president OF tie company, or in his absence
the vice president, or in the absence of both the
secretary, span be the proper officer upon whom
citations and all other legal process CT notice
may be served.
The capital stock of this company shall be five
million dollars, represented by fifty Thousand
shares of one hundred dollars each, with the priv
lege OF increasing it 10 seven millions, If the ma
jority Of the stockholders at any time SO eject.
This corporation shall go into operation as soon
as one hundred thousand dollars shall have been
subscribed, and seven days after such subscrip-
tiontve per centum thereof shall be paid i'll.
ARTICLE v.
SECTION l. The corporate powers Of this company
shan be vested in Board of Directors imposed Of
Gained necessary.
sgc 2. No person shall be eligible to or hold the
Office OF director unless be shall own at the time of
his election and during his term of @ flee al least
ave shares of the capital stock of the company.
SEC. 3. No two members OF the same hrm shall
hold at the same time seats il the board, but the
owning by any firm of the requisite number of
at least five shares shall render any member
thereof eligible 10 seat in the board.
ARTICLE VI.
SECTION l. On the first Monday Of Novem ber 1873,
aid thereafter on the third Monday III November
u each year, there snail be an election for seven
directors by the stockholders nine if the mum.
her shall have been increased as provided for in
section one of article five ct this charter such
election shall be held at the office of the company.
SEC 2. AT all elections general meetings of the
stockholders, each stakeholder shall be entitled to
one vote for every share OF stock owned by him,
and to cast said vote in person or by proxy; and
except when otherwise requlred by law, d majority
OF the votes cast shall decide all elections ques
tiOns. @
SEC 3. In elections the vote shall be by ballot.
and under the superintendent OF two stockholders
appointed by the board Or il the persons thus aI
pointed, or either of them, should refuse fail TO
attend, the president shall appoint others i'll their
stead; or % the president is absent or Omits TO
make su 8 appointments they may be made by
mf9,rity Of such of the stockholders who may be
present al the hour and place appointed Tor the
election.
sEC /. If from any cause election should fail
OF the day appointed the president, OF his alb
sence the vice president snail tortfS-ith call
other meeting tor the seventh day @5llowing, for
the purpose of efecting SAID election, and con
tlnue to do go until valid election OF a majority
OF the number OF directors shall De had The
other directors shall be elected by SEQ majority
Crowded t0r in case Of vacancy.
ARTICLE VII
SECTION l. The Board Of Directors shah meet Oh
the next Monday following their election. and
shall proceed to I'LL up their number by ele'fA1n
should the full number not have been electe.sov
the stockholders.
SEC. 2. Al the first meeting of the board they
shall elect one of their number president and
another as wee president, who shall De president
and V president of the COMPANY
SIC. 3. A ma ioIitv of the board, counting the
president one, snail coEstitul5 a quorum, and
the vote of the majority of such quorum shall con-
s1ltute valid corporate act.
SEC. /. The board shall supply 90 ecton any
vacancy permanent or tempo sgy, IN lt9 ofnee OF
the president or vice president.
ARTICLE VIII.
SECTION l. The Board Of Directors shall Gave
power TO fill by election any vacancy that NAV
occur III their own number between the annual
elections; tnev shall cleo. al officers detce IfeiT
salaries and the amount OF their bonds enact sfch
by laws rules anG regulations and ordinances as
they NAV deem necessary for tire good govern
nent. welfare and support CT the company, and
may delegate to the president or to tie committees
neys il or out of the State, such powers they
may deem expedient, asd not nco1S9,tent with
SEC. 2. All officers, employees servants of the
company shall be removable at viii, except the
president and vice president.
sec. 3. III case of failure the part of any sub
scriber TO pay the instaments on his stock as re-
onired, the Board of Directors shall have the OPP
ton, after thirty days written notice to the delin
quent OF fOrfeilng the stock and selling il for the
benefit Of the company, or of compelling by suit
the payment Of such iEstallments, and no stock
holder shall be permitted 10 vote while i'll default.
SEC. i All rules relative to the declaring of div
bends or divisions of profits, as well all other
bylaws as aforesaid, shah be MADE by the Board of
Directors but they shall be subject to repeal,
change amendment Or modification by ti9 stock
holders, at their meetings.
SEC. 3. The Board OF Directors shall further have
First-To issue bonds for such an amount of such
denomination as they may by resolution deter
mine, and secure the payment theIeU by mortgage
on the property.
Second-To contract for the construction OF the
road wit any other railroad company that is now,
OF may hereafter be Chartered by authority of this
State or of anv other State III the CniOn to
meet or CO, sodate with such other company.
Thrd-To accept i'll behalf of the company any
and all grants powers privileges franchises or
extension of charter, which ay be hereafter
ferred upon the corporation by general or special
Fourth-To acquire by purchase eas@ or in any
other manner they may think proYSy. any other
hereafter be constructed or acquired by any other
company IN the vicinity or On the line of the road
which this company he@n t@n'9l plates con
SECTION l. stated anlsial meeting of the stock
holders shall be held at the office of the con- auy
on the tenth day preceding the annual election of
directors to receive the report Ct the last years
operations and business and for examination into
the condition OF the company, at which meeting a
full statement of tie financial and otteT affairs of
the company shall be laid before the stockholders
by the president and directors then i'll office.
SEC. 2: The Board of Directors may at any other
time when they think proper, or whenever re-
quested by stock holders representing three ourths
OF the stock, call meeting of stockholders to take
INTO consideration and act upon any matters
affecting the interests of the company
SIC ). At such meetings stOckho ders may alter
ameId or modify the charter, increase diminish
tine capital stock OF the company, or dissolve the
corporation; provided three toGrthS oil the stock
be present or represented; and any proposition
to ameHd the charter, to increase diminish the
capital stock or to dissolve the corporation the
votes Of the stockholders shall be recorded in
writing and the lists for recording the votes shall