The herald. [volume] (New Orleans, La.) 1905-1953, 1912-05-02
ARTICLE |.

ARTICLE II.
The objects and purposes for which this
corporation is established. and the nature
OF the business 10 be carried on, are hereby
declared to be the buying Of all kinds of
timber. lumber and logs and the sale thereof
for export to the firm Hiios de Jose Taya
of Barcelona, Spain; the hiring and charter
ing of ships for the carriage of the same,
and also the acting of agents for steamship
for the owners thereof.
ARTICLE Ill
The amount OF the capital stock OF this
corpora ti0n shall be ten thousand dollars
tSl0,0O000). represented by one hundred
each. which shall be paid for as and when
directed by the board of directors, in cash
or notes. or property. at the discretion OF
the board Of directors The capital stock
may be increased or diminished as provided
by law. All shares OF stock shall be issued
as full paid and worcestershire, and no
transfer OF stock shall be binding on the
corporation unless recorded on its books
This corporation shall begin business as soon
as three thousand dollars shall be subscribed
for.
ARTICLE ".
All Of the corporate powers OF this corpo-
ration shall be vested in and exercised by a
board of directors to be composed Of three
81 stockholders. 10 be elected on the thirty
first day Of December OF each year, unless
that day he a legal holiday and then on the
next day thereafter not holiday All such
elections shall he by ballot, and conducted
at the office OF the corporation under the
supervision of two 90 commissioners, TO be
appointed by the board Of directors or by
the president, in case the board of directors
shall not have acted, and of such election
written notice shall be mailed TO the post
Office address Of each stakeholder who had
in writing designated his postofiice address,
not more than sixty 900 and not less than
fifty (5O) days counting day Of mailing
and day OF electiOn) prior TO the date of
such election. But no notice Of any kind
shall be necessary II all the stock be repre-
scented at the annual meeting. Each share
OF stock shall be entitled to one a. vote,
to be cast either in person or by written
proxy, and majority of the votes cast shall
elect. Any vacancies occurring among the
directors. by death, resignation or other
wise, shall be filed by selection for the re-
mainder or the year by the remaining d.
rector or directors Failure to elect direc-
tors on the date above specified shall not
dissolve or affect the corporation, but the
directors then In Office shall remain in office
until their successors are elected and quail
fed, and shall cause another election to be
held as soon as possible thereafter, after
due notice thereof shall have been given
for the time and in the manner above pro-
vided
The board Of directors at their first meet
ing following each annual election shall elect
one Of their number to be president, another
TO be vice-president, and another TO be sec
rotary, but shall have the right TO elect as
secretary person not a member OF the
board.
The board may appoint from time to time
such officers, clerks, agents, or other en-
ployees as they may deem necessary, pro-
yided that the board shall not have power
to appoint or elect any officer, clerk, agent
or employee for fixed term, but all shall
hold Office at the pleasure Of the board.
Said board may make and establish, as
well as alter and amend, any and all by
laws. rules and regulations necessary and
proper for the conduct and control Of the
m a No Of no ION
The board shall also have full power and
authority to borrow money issue notes or
other obligations. and generally to do all
things reasonably necessary for the proper
carrying on of the business OF the corpora
tion. And also TO issue and deliver full
paid shares Of stock Of the corporation in
payment of property or assets actually re-
ceived by the corporation.
Any director shall have authority to ap-
point In writing any stakeholder, or any
member of the board, to represent him as
director at board meetings, and in such
event such absent director shall be counted
as II personally present at the board meet.
ings for purposes OF quorum, voting, and
for any and all other purposes
The first board OF directors OF this cor,
poration shall consist of ]. G.. Oriol, Antonio
Taya and Ricardo Taya, with ]. G. Oriol as
president, Antonio Taya as vice-president,
and Ricardo Taya as secretary. Said direc-
tors shall remain in ONCE until the election
| to be held on December 31st, 1912. or until
their successors are elected and qualified
only at the pleasure Of the board.
ARTICLE V.
No stakeholder shall have the right TO
sell or dispose Of any of his stock without
| first giving to the corporate fifteen (15)
| days written notice of such intention to
sell and allowing the other stockholders the
| first opportunity and right of purchasing
said stock pro rata to the holdings at any
satisfactory bona fide price offered for same
| on the market.
ARTICLE VI.
When this corporation may be dissolved
either by limitation or any other cause, its
| affairs shall be liquidated by one or more
| stockholders to be appointed at the general
meeting of stockholders which Is convened
for the purpose Of liquidation, said liquidat
| ing commissioner or commissioners shall re-
main In Office until the affairs of the corpo-
| ration shall have been fully settled and H.
quidated and shall have full power to SELL
| transfer and give title to all the property
| real personal or mixed Of the corporation
and distribute the proceeds thereof amongst
the stockholders. In case of the appoint
ment of more than one (1) liquidating COM
| missioner, and the death or inability to act
Of one or more Of said commissioners, the
vacancy shall be filled by selection by the
| surviving commissioner or commissioners
| In case Of the death OF a sole commissioner
the stockholders may select a successor.
ARTICLE VII.
| This act of Incorporation may be modified
changed or altered, or this corporation NAV
be dissolved and its affairs liquidated with
the assent Of three-fourths go of the CAPT.
| tai stock represented at any general meeting
| OF the stockholders convened for such pur-
pose, after written notice shall have been
mailed by registered letter to each stock
| holder who appears as such upon the books
to the postofice address furnished by him
to the corporation, not less than fifty (5O)
days, nor more than sixty (60) days count
| Ing day of mailing and day of election) pre-
| cedfng the day Of the general meeting called
| for the purpose Of liquidation. Provided
that no notice shall be necessary IL all
| stock be present at any meeting either Der.
sonally or by proxy.
ARTICLE VIII.
No stakeholder shall ever be held liable or
responsible for the contracts or faults of
said corporation in any further sum than
| the unpaid balance due on the shares of
stock owned by him, nor shall any mere in
| formality in organization have the effect of
rendering this charter null or of exposing
stakeholder to any liability beyond the
| amount which may remain due on his stock
not full paid.
| All citations shall be served upon the
president and in his absence upon the vice
president and in the absence of both upon
| the secretary.
In order that this charter may act as the
| original subscription list made for the pur-
pose of organizing this corporation, the in
corporators have signed their names hereto
and placed opposite TO their names the
| number of shares subscribed by each.
Thus done and passed In nv office in