The herald. [volume] (New Orleans, La.) 1905-1953, 1912-11-28
CHARTER
IOF "PAN-AMERICAN LAND & LUMBER
| COMPANY"
or III


Be it known that on this 10Th day of the
month Of October. in the year Of our Lord
one thousand nine hundred and twelve, and
OF the independence of the United States of
America the one hundred and thirty-seventh,
before me, Philip Gcnsler Jr., a notary pub
lie in and for the parish of Orleans, state of
Louisiana, duly commissioned and qualified,
and in the presence OF the witnesses here
matter named and undersigned, personally
came and appeared the several persons
whose names are hereuntO subscribed, all OF
ayailing themselves OF the provisions OF the
laws OF this state. relative TO the OrganiZa-
ton OF corporations, they hereby form them
selves into and constitute a corporation for
the objects and purposes, and under the
stipulatiOnS, hereinafter set forth, tO-wit:
ARTICLE |.
The name, style and title OF this corpo-
ration shall be the PAN AMERICAN LAND
"a LUMBER COMPANY" and under that
name it shall have and enjoy all the rights,
privileges and immunitieS granted by law 10
corporations. Ii shall exist for a period OF
ninety nine years from the day and date
hereof; ii shall have the power and author
ity in It's corporate name TO sue and be
sued to make and use corporate seal, the
same to break, alter or amend al pleasure
TO own, hold, receive, purchase, sell, convey,
deliver, mortgage, lease, hypOthecate, and
pledge property, both real and personal, cor
pOreal and incOrpOreal, improved and unim-
proved; to borrow and lend money TO issue
bonds, notes and other obligations, negOtia-
bic instruments and other evidences Of debt,
the same 10 secure by mortgage or pledge OF
the property of the corporation; TO purchase
or otherwise acquire, hold sell, assign, trans
fer, pledge or otherwise dispose of shares OF
the capital stock of any other corporation
or corporations, and to issue its obligations
in payment or exchange therefor, and to Sc
cure the same by mortgage, pledge, or any
other way, for the purposes OF the business
of its Incorporation to purchase or acquire
shares of its own capital stock from surplus
or profits, and shares acquired may be
resOld, unless retired in order 10 decrease
the capital stock OF the company as pro-
yided by law to appoint managers officers,
agents in the state of Louisiana and other
states, or elsewhere, as its interests may re-
quire to establish, alter and amend all rules
and regulations and bylaws for the conduct
and management of its business as may be
necessary and proper;
The dOmicile of this corporation shall be
in the city of New orleans, state of L0uiSi-
ana, and all citation and other legal pro-
cess shall be served upon the president, and
in the absence OF the president upon the
yice-president, and in the absence of both Of
corporation.
ARTICLE III.
The objects and purposes for which this
corporation is organized and the nature Of
the business to be carried on by 1t, are
hereby declared to be:
To carry on a general mercantile business
and trading generally, as incidents to Its
main business; TO deal in, acquire, buy, sell,
lease, rent, mortgage or hypOthecate, real
estate, both within and without the state of
Louisiana, TO improve same, 10 construct
buildings, roads, streets thereon, or to drain
or otherwise improve the same:
To buy and sell at wholesale or retail
timber lumber and other forest products, in
its raw and manufactured form to manufac-
ture the same in any and all forms:
To own, operate, build, lease, acquire or
control such manufactures, mills, dry kilns
and other plants incidental to said business,
in this and other states:
To buy, own, lease, acquire, sell or mort
gage timbered and other lands, for the pur
pose Of operating its manufacturing plant
or plants, or for the purpose of acquiring
the stumpage of timber thereon:
To construct, buy, lease, own, operate and
acquire tramways and railways, barges,
steamers, schOoners launches and other wa
ter craft, for the purpose of carrying on its
said business, but not as common carriers :;
and generally, 10 do and perform any and
all things necessary, proper or incidental TO
the operation and carrying on of general real
estate, lumber and manufacturing and saw
ARTICLE ".
The capital stock of this corporation Is
hereby fixed at the sum Of thirty -tive thou
sand dollars $3.50, 0OO), divided into and
represented by three hundred and fifty $500
shares, each of par value OF one hundredd
dollars (S1OOD, payable in cash or its equiv
alent, as follows
one hundred and fifty (5O)- shares Of
preferred stock, and two hundred (200)
shares of common stock.
The preferred stock shall be entitled to
preference and priority over the common
stock in that Ii shall be entitled to receive
annually from the net earnings Of the bust
ness of the company a dividend Of six per
cent (6 per cent?, which shall be cumulative
and which shall be paid before any dividend
is declared upon common stock, or paid to
shall be entitled to no additional annual
dividend, but 1t shall, in the event Of liqui-
dalton or dissolution Of the company, volun-
tary or involuntary, be paid in full that is
interest M re
of the company before any such assets can
be distributed to the common stockholders.
The company shall have the fight, after
three years from the issue of any preferred
stock, and after ninety days notice, either
by mailing said notice to the last known ad-
dress of the registered owner of said stock,
or by publishing notice In a daily newspaper
in New Orleans at least once a week for five
consecutive weeks, to redeem any preferred
stock at par and accrued interest, and said
stock, IL so redeemed may be re-issued. No
tice of redemption shall state the time and
place Of redemption, and at the time stated
for redemption, the amount due may be de-
posted in any bank In the city of New Or
leans, and thereafter, all liability of the
company on such stock shall cease. The
company shall commence business as soon
as five thousand dollars Of stock is sub
scribed.
ARTICLE V.
All the corporate powers of this corpora
ton shall be vested In and exercised by
board of three directors, all stockholders Of
H. NJ. Thompson, Clinton Thompson and
Howard COumbe shall constitute the first
board of directors, who shall hold office I'M
til the second Wednesday In December, 1912,
or until their successors shall have been
duly elected and qualified. In each year, on
the second Wednesday in December, the d.
rectors shall be elected by ballot Of the
stockholders, at the annual meeting called
by mailing to each stakeholder, at his last
known place of residence, ten days written
notice of such meeting. Each stakeholder
shall be entitled In person or by proxy to a
vote for every share owned by him and
corporation at the time Of the election or
other meeting, and all elections shall be
held under such rules and regulations as
may be determined by the board Of direc-
tors. Failure to hold an election on the
date specified shall not dissolve the corpo-
ration, but the directors then In office shall
hold their respective offices until an election
be subsequently held after ten days written
notice mailed to the last known place Of
residence of each stakeholder.
Vacancies occurring on said board shall
be filled by the remaining directors for the
unexpired term.
The officers Of this corporation shall con.
sist Of a president, vice-p:esident, and a
lsecretary-treasurer.
The following shall be the officers OF the
company until the second Wednesday In
December, 1912. or until their successors are
duly elected and qualified: III. NJ. Thompson,
Howard Coumbe secretary-treasur
ARTICLE vi.
No stakeholder shall ever be held liable
or responsible for the contracts, faults, or
debts Of the said corporation, nor shall any