The herald., 1912-10-24

To the organization of corporations, they
have coycnanted and agreed, and do. by
these presents covenant and agree, bind,
form and constitute themselves, as well as
such other persons as may hereafter join
or become associated with them, into a cor
pOratOn and body polite in law for the OBJ
jectS and purposes and under the agree
ment> and StipulationS following, tOwit:
ARTICLE |.
The name and style of this corporation
shall be the Louisiana PetrOlithic GOnstruc-
ton Company and under that name it shall
have and enjoy all the rights. advantages
and privileges granted by law TO corpora
tons; II shall exist for a period of ninety
nine years from the date hereof; shall have
power 10 contract, sue and be sued under
It's corporate name; to make and use a cor
pOrate seal, and the same to break or alter
al pleasure; TO hold, receive, purchase, CON
vey, mortgage, hypothecate or pledge prop
erty, real, personal or mixed to issue bonds.
notes and other obligations; 10 have and
employ such managers. directors. officers.
agents and other employees as the interest
and convenience of said corporation may re-
quire or demand; to make and establish
such bylaws, rules and regulations for the
corporate management and control of the
corporation as may be necessary or expe-
dent.
ARTICLE II.
The dOmlcile of said corporation shall be
in the. parish Of Orleans, state of Louisiana.
All citation and other legal process shall
be served on the president, and in his alb
sence on the vice-president of the corpora.
ton. In the case of the absence or inabil.
ity of both officers then process shall be
served on the secretary of this company.
ARTICLE III.
The objects and purposes for which this
corporation is organized and the nature of
the business 10 be carried on by it are here
by declared TO be
To do a general paving leyee roadway
and street construction business TO build.
construct and erect for other persons dams.
reservoirs, canals ditcheS bridges railways
railroads, tramways, water craft work
shops and mechanical plants and all char
acter OF general construction work TO buy,
sell, lease or otherwise deal in all machin-
cry useful or appointment TO said purposes
10 reclaim and improve landed property
TO lay out town lots or suburbs and TO pave
and lay out streets, sidewalks and alleys
10 put down sewer, drainage. water and
gas pipes to cOsnect with municipal or 9th
er plants; 10 deal in by purchase, sale or
lease, on royalty or otherwise. all patents
or patent rights, and particularly all the
patents used in or useful to what is known
as the petrOlthic construction, and gener.
ally 10 do and engage in any other business
undertaking or enterprise connected with.
growing out or germane or incidental 10
any of the objects and purposes heerin
above set forth or contemplated by this
charter.
ARTICLE ".
The capital stock of this corporation is
hereby liked at the sum of one hundred
thousand dollars 100000 00) divided into
and represented by one thousand 1OOOD
shares OF the par value of one hundred dol
lars (S1OO.OO) each, which said shares of
stock shall be paid for in cash or may be
issued at not less than par for services rem
dered to or property or rights actually pur.
chased or acquired by the corporation. All
shares of stock shall be full paid and nom
assessabe. No transfer OF stock shall be
binding upon the corporation unless made
upon its books. OF such total authorized
capital stock five hundred (500) shares,
amounting TO fifty thousand dollars $50.
0OO.OO) shall be preferred stock, and five
hunured toou) shares, amounting to fifty
thousand dollars $3.50, 000O0) shall be com
mon stock
The holders of the preferred stock shall
De entitled 10 receive when and as declared
from the surplus or net profits of the cor
poratiOn, yearly dividends at the rate of
seven per cent go per annum and no
more payable annually on dates to be fixed
by the bylaws. The dividends on the pre-
ierred stock shall be cumulative and shall
be payable before any dividends on the com
mon STOCK shall be paid or set apart So
that If any year dividends amounting TO
seven per cent (7%o) shall not have been
paid thereon; the deficiency shall be payable
before any dividends shall be paid llpon or
sci apart for the common stock
whenever all cumulative dividends on the
preferred stock for all previous years shall
nave been declared and shall have become
payable and the accrued dividends for rho
current year shall have been declared and
the company shall have paid such cumull-
tive dividends for previous years and sucb
dividends for the current year or shall have
set aside from its surplus or net prof,ts a
sum sufficient for the payment thereof rho
BOARD OF directors may declare dividends on
the common stock, payable then or there.
aiter out OF any remaining surplus or net
profits. ~
In the event of any liquidation or disso.
iutlon or winding up, whether voluntary or
involuntary, of the corporate the hold.
ers of the preferred stock shall be entitled
10 be- paid in full both the par amount al
their shares and the unpaid dividends az.
crued thereon before any amount shall he
paid the holders of the common stock. and
after the payment to the holders of the
preferred stock OF Its par value and the nn-
PAID accrued dividends thereon, the remain.
ing assets and funds shall be divided and
paid TO the holders of the common stock
according to their respective shares
In every election TO be held by the cor
poration each share of common stock shall
be entitled to one vote to be cast by the
owner thereof in person or by proxy: the
preferred stock shall not be entitled 10 any
vote.
ARTICLE V.
All the corporate powers of this company
snail be vested in, and the management and
control of its business and affairs shall he
exercised by board of directors composed
or three OBJ stockholders, which number
may be increased to no more than five (5I
at the discretion of the board Of directors
majority of the board of directors shall
constitute a quorum for the transaction of
all business. The directors shall be elected
annually on the 18th of October of each Yea r
by ballot of the stockholders Each stock
holder shall be entitled, in person or by
written proxy, TO one vote of each share of
stock owned by him and standing In his
name on the books of the corporation al
least thirty days preceding such election
All elections shall be held under such rules
and regulations as may be determined by
the board Of directors, and after at lea Il
ten days notice shall have been given tC
each stakeholder at his last known address;
by mail, or by publication in one of tho
papers published in the parish Of Orleans
for at least ten days preceding such elec
ton. The directors thus elected shall con
tinue In office for one year. or until theil
successors shall have been duly elected and
qualified. No failure to hold an election
shall be regarded as a forfeiture of thi.
charter. Any vacancy occurring on said
board of directors shall be filled by the re
naming directors for the unexpired term
The said board Of directors shall likewise
elect the additional members in case they
should determine to increase the said board
as above provided. Said board of directors
shall. at Its first meeting, elect from AMONG
It's number president, vice-president, a
secretary and treasurer. 1t may combine