The herald., 1912-03-14
ACT OF
INCORPORATION
OF UNIVERSAL. CONCRETE TIE CON.
PANY."
STATE OF IOUISIANA-PARlSII OF
ORLEANS.

STATE OF LOUISIANA-PARlSHO OF
ORLEANS.
he IL known. that on this the 18th day of
March, 1912. before me. Lewis ROssner Ora
ham. a duly commissioned qualified and act
ing Notary Public in and for said Parish ana
state and in the presence of the witnesses
hereinafter named and undersigned person
anly came and appeared the several persons
whose names are hereuntO subscribed, ana
severally declared that, availing themselves
of the general laws of the State OF Louis
lana in such cases made and provided, they
have formed and organized, and do by these
presents form themselves and such others as
may hereafter become associated with them
into and constitute corporation ana Douy
polite in law, for the objects and purposes
In the following articles set forth and ex-
pressed. which they adopt as their charter.
ARTICLE I.
The name and title Of this corporation
shall be UNIVERSAL CONCRETE TIE
COMPANY" and II shall exist and enjoy
succession by its corporate name Tor period
Of Nnety-nine (99) years. from date hereof
and IL shall have power, in its corporate
name 10 contract. sue and be sued; TO make
and use q corporate seal and the same TO
break or alter at pleasure; TO hold, own.
lease. purchase or acquire in any other man
ner authorized by law, real and personal
property of every nature and description
TO ALLEVIATE. sell. hypothecate, mortgage.
lease or pledge any or all or It's real ana
personal property, rights, grants or fran
chises TO borrow and loan money: to give
and receive securities by mortgage. pledge
or in any other legal manner; and gener
ally to do and perform all things necessary
or incident TO the proper conduct or the
affairs of this corporation and which may
not he specifically enumerated in this char
ter.
ARTICLE II.
The domicile Of this corporation shall be
In New Orleans, Louisiana, and all citation
or other legal process shall be served upon
the President, and In the event OF his alb
scnce. or inability to- act, upon the Vice
President, or Secretary, in the order named.
ARTICLE III.
The objects and purposes for which this
corpora alton Is organized are declared TO be ::
To engage in the manufacture OF concrete
cross ties for railroads of every character,
and concrete rOad-beds for street railroads.
electric railroads and tramroads to produce,
manufacture and prepare for market. In any
form whatsoever, any and all kinds or equip
ment for railroads of every character: to
operate and maintain equipment. plants, fac
tories. depots, stores and warehouses for
such purposes and generally to purchase,
sell and deal, at wholesale and retail, In
such cross ties or In any such equipment or
manufactured products, and any articles ac-
cessory thereto In the State Of Louisiana,
United States, and In foreign countries, as
its Board OF Directors may from time TO
time determine; and TO purchase, acquire
and own any and all rights. patents. leases
or franchises for and on any or all such
concrete cross ties or other equipments or ac-
cessories as may be necessary or advisable,
In the United States and in foreign coun-
tries.
The authorized capital stock of this cor
poration Is hereby fixed ss at do Two Hundred
ided into and represented by Twenty-Five
Hundred (2,500) shares of the par value of
One Hundred (S100) Dollars each, which
said shares may be paid for in money, in
services duly rendered to the corporation or
In property regularly transferred to the cor
poration as the Board of Directors may de-
termine, and shall be fully paid and non
assessable before being issued, and shall be
evidenced by certificates which shall be
transferable only on the books of the Com
pany. This corporation shall become and
be going concern and begin business when
One Hundred and Fifty Thousand (S15O.000)
Dollars Of its capital stock shall have been
subscribed.
The corporate powers of this corporation
shall be vested in and exercised by a Board
of Five (5) Directors selected from among
the stockholders of the corporation and a
majority of said Board shall constitute a
quorum for the transaction of business. The
Board OF Directors shall have power TO
make, amend and abrogate all bylaws. rules
and regulations for the management OF the
affairs of the corporation TO purchase, sell.
lease. mortgage and hypothecate the real
and personal property, rights credits and
franchises of the corporation. either through
the President or any other person duly auth
oriZed to act. and generally 10 do and per
form all things necessary in the transaction
Of the business and affairs of the Com
pany proided that they may delegate to the
President or other person selected by them
such authority as they deem fit in refer
ence to employing and discharging agents
and employees, fixing their salaries and
wages. and generally managing the affairs
Annually, at their first meeting after cleo
ton the Board Of Directors shall select from
vice-President. a Secretary and Treasurer,
with the option of one person for Secre-
tary and Treasurer.
The first Board Of Directors shall be com
posed of VI. W. Carrico, s. F. Heaslip, ]. +.
Crews. D. D. Moore and II. F.. Percival,
with VI. W. Carrico as President, s. f.
Heaslp as Vice-president, and j. r. Crews
as Secretary Treasurer, and they shall con-
tnue In Office until the second Tuesday in
January 1918. or until their successors
shall have been duly elected and qualified.
ON the second Tuesday In January, 1913,
and annually thereafter. or as soon after
said date as possible, at meeting OF stock
holders called for that purpose. an election
for Directors shall he held at the Office of
the Company in New Orleans. Louisiana.
after ten days written notice mailed to each
stakeholder at his last known address, and
by publication for not less than ten days
prior to said meeting In a newspaper pub
lished In New Orleans. Louisiana. At said
election each stakeholder shall be entitled
TO cast, either In person or by duly author
lied proxy. one vote for each share of stock
owned by him and standing In his name on
the books of the Company. and a majority
OF the stock voted shall be necessary to
elect. Vacancies In the Board Of Directors |
shall be filed by II for the unexpired term |
from among the stockholders Of the Com
pany.
ARTICLE VI.
This charter may be amended. changed /
or modified, or this corporation may be dis
solved and its business terminated at any
time nv A vote of three fourths Of the stock