The herald. [volume] (New Orleans, La.) 1905-1953, 1912-02-29

| make ana use corporate SEAL ana IN
same to break or alter at pleasure; to hold
receive. purchase, improve, convey, lease
rent. mortgage, hypOthecate or pledge pre-
perty, personal, movable and movable; I
issue bonds, notes and other Obligations I
have and employ such managers, directors
officers. agents and other employees as tn
| interest and convenience OF said corpora
ton may require; and to make and estaE
liSh such bylaws, rules and regulations 10
the corporate management and control o
the affairs OF said corporation as may b
deemed necessary and expedient.
ARTICLE H.
The domcile OF said corporation shall b
| the city OF New Orleans state OF Louisiana
and all citations and other legal process
| absence, on the yice-president and in tn
absence OF both of these officers, on tn
secretary OF said corporation.
ARTICLE III.
The objects and purposes for which th
| corporation is organized and the nature o.
the business to be carried on by 1t are here
by declared to be:
lst-To purchase. rent and build. operate
sell and lease for operation ditching machin
cry, dredSes. barges, tow boats and watel
craft Of any kind or nature.
2nd-To enter into contract with indi
viduals. firms or corporations for the con
structiOn OF such canals, leveeS. roads
bridges, bitches. dams pumping plants ant
power stations as are necessary or convent
ent In connection with the reclamation OF
property owned or controlled by such indi
vidualS, firms or corporations.
3rd-To act as broker, agent or trustee
for individuals. firms or corporations.
4th-TO acquire, reclaim, improve and
cultivate landed property.
5th-To acquire by purchase or lease,
operate. sell and otherwise dispose OF any
and every species OF property. real and per
sOnal. necessary or convenient TO be so ac-
quired and used in order 10 more effectually
carry out the main design Of the orginazi-
ton OF the company.
ARTICLE ".
All the corporate powers OF this corpora
ton shall be vested in and exercised by a
board OF five 90 directors, 10 be composed
Of stockholders, three 90 of whom shall
constitute a quorum for transacting all bus
ineSS. The board OF directors shall be vest
ed with full power and authority to make
all contracts, purchases and sales, and adopt
all bylaws, rules and regulations for the
government OF the business and affairs of
the company, and alter, amend, and change
the same at pleasure; appoint, hire, and
discharge all officers, agents and employees,
fix all salaries, and generally do and per-
Of the business and affairs OF the company.
Any vacancy occurring In said board shall
be filled by the remaining directors.
The first board OF directors OF this cor
t.
W. r. Pennington, A T. Dusenbury, A. b.
Graves and T. G. Dusenbury with the said
A. L. Dusenbury as president. W. X. Pen
nington as vice-president. A. b. Graves as
secretary and Edward Wisner as treasurer,
who shall hold their offices until the first
Monday in January, 1913, or until their
successors are duly elected and qualified.
on the first Monday in January, 1913,
and annually thereafter an election for d.
rectors shall be held at the office of the
company, under the supervision OF three
commissioners to be appointed by the pres-
dent, and the directors then elected shall
take their seats Immediately and shall hold
office until their successors are duly elect
ed and qualified. Each board shall elect its
own officers, which shall consist OF a presi-
dent, vice-presldent, secretary and a
treasurer; two Of said Offices, except those
Of president and vice-president, may be held
by the same person.
All corporate elections shall be by ballot,
and a majority OF the votes cast shall elect,
and at all stockholders meetings held for
any purpose, each share OF stock shall be
entitled to one vote, either In person or by
proxy, by the person in whose name same
Is registered on the books Of the company,
and the board OF directors may close the
stock transfer books for a period not eI-
ceedlng thirty 500 days before any meet
ing.
Written notice of stockholders meetings
shall be given TO each stakeholder at least
ten (10) days prior to elections. by mail
ing same; postage prepaid, to his last known
ARTICLE V.
The capital stock of this corporation Is
hereby fixed at the sum Of one hundred and
fifty thousand (S150. 00O. 00) dollars divid-
ed into and represented by 1,500 shares at
the par value OF one hundred (S1000O) dol
lars.
Said stock shall be paid for in Install
ments of such amounts and at such times
as the board OF directors may determine,
but any part or parcel of said stock may be
issued by said board OF directors at not less
than par in payment Of labor done or pro-
perty actually received by said corpora
This corporation shall commence business
and be going concern as soon as five thou
sand (S0,OOO.O0) dollars of Its capital stock
shall have been subscribed for and this
charter signed and executed by the incorpo-
ratorS.
ARTICLE VI.
No stakeholder shall ever be held liable
or responsible for the contracts, faults or
debts or this corporation, nor shall any
mere informality In organization have the
effect Of rendering this charter void or of
exposing a stakeholder to any liability be-
yond the unpaid balance due on the shares
owned by him.
ARTICLE VII.
This act of Incorporation may be changed,
modified or altered, or this corporation may
be dissolved with the assent of its stock
holders owning three fourths (3-4) of the
capital stock OF the corporation present or
represented by written proxy, at general
meeting convened for that purpose and after
at least ten (10l days notice in writing
shall have been given through mail to each
stakeholder at his last known place of resi-
dence. In case Of dissolution by the expira-
tlon or this charter or otherwise, the stock
holders shall elect three liquidators from
among their number to settle and wind up
the affairs and business OF this corporation
In case OF the death or disability of any
one OF said liquidatOrs the survivors shall
appoint stakeholder as successor to him.
The capital stock may be increased or de-
creased In the manner now or hereafter
prescribed by law
The subscribers hereto have each written
opposite their names the number of shares
subscribed for. so that this act may also
serve as the original subscription list
- Thus done and passed in my notarial Of
hce in the city Of New Orleans, Louisiana
In the presence of VI. Caplan and F. GIL
thorpe, competent witnesses of lawful age
residing in this city, who hereunto subscribe
their names, together with the said parties
and me- notary, on the day and date set
forth in the caption hereof.
(Names) Edward Wisner. 1O) fen
shares; W. r. Pennington. (10) ten shares
A. Il. Dusenbury, (10) ten shares A. r.
GrayeS, (1O) ten shares; p G. Dusenbury
Iloo ten shares (Witnesses) NJ. Captain,
E. Gilthorpe.
ARTHUR B. LEOPOLD,
tSeall Notary Public
J. the undersigned recorder of mortgages
In and for the parish Of Orleans, state of
louisiana, do hereby certify that the above
and foregoing act of Incorporation of the
louisiana Meadows PacIa matian ro-1n..