The herald., 1911-04-06
CHARTER
OF THE ROBINSON TIE & TIMBER
COMPANY.

Re II known, That on the twenty-first day |
Of the month Of February, in the year OF
eleven. and of the independence of the
| nited States of America the one hundred
and thirty-sixth: before me, W. Morgan
Gurley, a Notary Public, duly cmmlsslhed
and qualified in and for the Parish or Or
leans. state Of Louisiana, and in the pres,
ence of the witnesses hereinafter named ana
personally came and appeared
the persons whose names are hereuhto SUP
scribed. who declared that, awaiting them
selves of the laws of this state relative 10
the organization Of corporations, ana tns
provisions bf the constitution of this said
state. have cOvenanted and agreed, and 90,
by these presents, covenant and agree, obi
gate and bind themselves as well as such
persons as may hereafter become associated
with them or body polite, under the fol-
lowing articles which they adopt as their
Charter, tO-wit:
ARTICLE l.
The name Of this corporation shall be
ROBINSON TIE K TIMBER COMlANl,
with its dOmicile in the City OF New Or
leans, state Of Louisiana, and il shall enjoy
succession for a period Of ninety nine l99D
years from the date hereof II snail nave
and exercise, for the purpose or It's business,
all the powers conferred by law on similar
and il shall be authorized TO
do and perform any act and thing and 10
conduct any business not specially prohlD
tied by law TO corporations.
Ii shall have power and authority 10 re-
ceive, buy, own, hold, purchase, ALLEVIATE
lease, rent, convey, mortgage, hypothecate
pledge. or otherwise cucumber or dispose OF
real. personal and mixed 10 Issue
bonds. certificates and notes, or other evil
dence Of Indebtedness TO borrow money ana
secure same; 10 name and appoint us man
ayers and employees and TO NIX their com
pensatiOn and to discharge them at pleas
II shall have power to elect officers and
directors and agents; to establish s1ch Dy-
laws, rules and regulations as may 2e nee
eSsary and proper for the conduct ana man
agement Of its business, and the same 10
alter and amend, or abolish. at pleasure to
make and use a seal or not, at the dlscre-
tion OF the board: IL shall have the rlsht
to increase or diminish its capital stock,
with no other formalities than hereinafter
provided, and according to law.
IL shall have the power and authority 10
contract, sue and be sued in its corporate
name. and generally to do and perform all
such acts as may be necessary and proper
10 execute and carry out the purpose or TINS
corporation. 1t shall have power and au-
thority to enter into and operate any KIND
of business, factory, plant, or enterprise,
and to establish such agencies as II may
choose for the conduct of its business, here
or elsewhere.
ARTICLE II.
All citation or other legal process shall
be served upon the President of this corpOr-
alton. and in his absence or inability TO act
then upon the Treasurer, at the dOmiclle
of this corporation.
ARTICLE III.
The purpose for which this corporation
is organized and the nature of the bus ness
to be carried on by 1t are hereby declared 10
be A general crOss-tie and timber business,
TO buy, sell, manufacture, deal in cross-tleS
and timber of any character: ana 10 ueaI IN IN
to also have the right to conduct mercan-
tile business in connection with their other
business and to do whatever may De Incl
dental TO a general cross-tie and timber
business.
ARTICLE ".
The capital stock Of this corporation is
hereby declared to be four thousand (s4.OOOl
Dollars. divided into forty (4O) shares or
one hundred (S100.0Q) Dollars each. which
said stock shall be paid for in such amounts
and on such terms and conditions as the
Board of Directors may determine, or II
may be issued full paid and worcestershire
for property actually purchased, or labor
actually performed and rendered to this
corporation.
ARTICLE V.
All the corporate powers Of this corpor-
alton shall be vested in and exercised by
a board of three 80 directors, who must
be stockholders and who shall be elected
annually on the second IueSuay III MdrCu
OF each year. by the stockholders, commenc-
ing on the second Tuesday in March, 1917,
at which time the officers of this corpora
tion shall also be elected by the board from
among their members, or as soon Thereafter
as possible and the directors and officers
shall hold their respective Offices until their
successors are duly elected and qualified.
The said officers are declared to be Presl-
dent a Vice-President, and Secretary
Treasurer. The Office of Secretary-Treas-
urer may be filled by a person who may,
or may not be a director or stockholder, at
| the discretion of the board.
The first Board of Directors Is hereby de-
| clared to be Charles W. Robinson, Jesse G.
| Rainwater, Robert G. Robinson, with the
said Charles w. Robinson as President,
said Jesse G.. Rainwater as Vice-President,
and the said Robert G. Robinson, Secretary
Treasurer.
The said Board Of Directors and officers
shall retain their respective offices until the
second Tuesday in March, 1912, or until
their successors are duly elected and quail:
| fed. Any vacancies occurring In the Board
| of Directors before the expiration OF their
term, shall be filed by the remaining direc'
| tors for such unexpired term.
Said board shall have the power to make
bylaws, rules and regulations as 1t may
| deem proper, and to alter, amend, break and
| revoke same at pleasure.
| Any director shall have the right TO be
represented by written proxy given to a
stakeholder (who need not be member OF
the board), to represent him at any directors
| meell0S, anu duy ulTtClOT may waive any
and all notices of meeting by written notice
| to the Secretary and each member of the
| Board, as also the stockholders shall leave
| their last address with the Secretary of this
| corporal ton, and their failing to do so shall
| be construed as a waiver Of all notices.
| Three members of the board shall consti
tute a quorum for the transaction of al
| business
All meetings of stockholders shall b,
| called by written notices sent to each OF
| them at their last known address not less
| than ten days prior to said meeting, unles:
| herein otherwise provided for.
ARTICLE vi.
The failure to hold an election, or to eiec
| either directors or officers Of this corpora
ton on the day fixed, shall not forfeit thi:
| charter, or affect this corporation in any
| way, but the then existing board or officers
4 until a meeting can be held, and until sucl
| board, or officers are elected.
i ARTICLE VII.
This charter may be amended, altered, o.
modified, or the capital stock increased O
diminished, or the corporation dissolved b!
a vote Of three-fourths Of the stock issued a.
any meeting called for that purpose, afte
thirty DAYS notice thereof shall have beel
published In one or more newspapers In tn
Il City of New Orleans, during the thirty day
just prior to said meeting; and also b,
written notice mailed by the Secretary {,
each stakeholder at his last known address
at least forty days prior to the date of sal
meeting.
J At the dissolution of this corporation
either by Limitation or otherwise, its affair
shall be liquidated by the then Board o