The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-17

timber and other forest products, whether as
or agent, on commission OF otneI
wise to own and lease and otherwise &C
onire and operate sawmills or MANUFACTURES
in connection with the lumber business 10
buy and sell and otherwise acquire Teai es
tate and timber lands; TO own ana Iesse
and otherwise acquire and operate !umDer
wards: to own and lease and OTHERWISE dc'
auIre and operate railroads, tramWays' feS
sells or other conveyances in connection Win
any of the above and foregoing businesses
and to do any and all things connected Win
and incidental to said businesses.
ARTICLE ~.
The capital stock OF this corporation Is
hereby fixed at the sum of fifty thousand
dollars, divided into and represented by hve
hundred shares of the par value OF one
hundred dollars per share. This company
shall have the right TO commence business
and be a going concern when ten thousand
dollars OF the capital stock shall have been
subscribed All stock shall be paid Tor
either in cash or property received or laDoI
done at such time and upon snch terms aAi
conditions as the board OF directors SNAIL
prescribe. The capital stock may De IN
creased or decreased in accordance with the
laws of this state. All transfers OF STOCK
shall be made on the books OF the company
on the surrender Of outstanding certificates
and pursuant TO such rules as the board OF
directors may prescribe, and no certincate
of stock shall be issued except when paid
in full as above.
sell or dispose OF his stock without first of
fering 1t In writing for fifteen days through
the board of directors TO the other stock
holders in proportion to their respective
holdings. at a price not in excess Of the
book value as of the date OF such offer; and
II any stakeholder refuses to purchase, the
others shall have the right to buy the same
in proportion TO their respective holdings
and ali stock shall be issued and held sub
iect TO this provision Of the charter.
The corporation shall have the right to
purchase any business within the purposes
= - 81 lya fnr MI
by cash or In stock OF the corporation or
otherwise as the board of directors shall
decide.
All the powers Of this corporation shall
be vested in and the business and affairs
shall be managed by a board of directors
consisting of three stockholders who shall
be elected annually at meeting OF the
stockholders held on the first Monday OF
March of eacn year, except the first board
OF directors who shall hold office until the
first annual meeting which shall take place
on the first Monday OF March, 1914.
All elections shall be held by ballot at
the Office OF the company under the super
vision OF two commissioners to be appointed
by the board OF directors. Notice or such
meeting shall be given by the secretary
treasurer In writing delivered TO each stock
holder In person, or mailed to his last known
address, at least ten days prior TO such
election, or by one publication in daily
newspaper In this city al least ten days prior
waived by all the stockholders.
At all such elections and at all meetings
| OF the stockholders, every stakeholder shall
be entitled to one vote for each share OF
stock standing In his name on the books OF
| the company at the date of such election or
meeting: said votes TO be cast In person or
| by written proxy. and a majority OF the
votes cast shall elect
The failure to elect directors at the an
nual meeting shall not dissolve or affect the
| corporation, nor impair Its management In
any respect; but the directors and officers
| shall remain In office until their successors
are elected and qualified
The board OF directors shall elect as soon
as possible after their own election, and
| from their own number, president, vice
president and a secretary-treasurer, and may
grant to each officer such powers as they
deem proper.
All vacancies in the board for whatever
cause shall be filed by the remaining direc-
tors Any member Of the board may ap-
point any other stakeholder his proxy to at
| tend any meeting and act in his place and
stead.
The board OF directors shall be vested with
full power and authority to make all con-
tracts, purchases and sales, and to make all
bylaws, rules and regulations for the con-
duct of the business of the company, and
the same to alter, amend, or repeal at pleas
ure: and the board may, from time to time,
name and appoint all such officers, agents,
servants and employees as they may deem
necessary, and shall have the power to fix
and define the duties Of every officer, agent,
servant and employee.
All checks Of said company must be
signed by the president or vice-president,
and by the secretary treasurer, and In case
OF the absence or disability Of Said secretary
| treasurer, by said president and vice-presi-
dent. All notes and other evidences of In
debtedness OF said company must be signed
ARTICLE VI.
Whenever this corporation shall be dis
solved either from Limitation or otherwise
its affairs shall be liquidated by two com
missioners to be appointed from amongst
the stockholders at general meeting OF
the stockholders convened for that purpose
of which meeting notice shall be given In
the time and manner provided for stock
| holders meeting in Article VII OF this char
ter. and majority In amount OF the capita
stock represented at such meeting shall be
| requisite to elect. Said commissioners shall
remain in Office until their affairs are fully
| liquidated. In case Of the death, resgna
commissioners. the vacancy shall be fllet
by the stockholders after similar notice
until which time the survivor shall con
| tinue to act. The said notice may b'
waived by the unanimous consent OF all th'
stockholders.
ARTICLE VII.
This act OF Incorporation may be modified
changed or altered, or said corporation ma,
Of the capital stock represented at gen
eral meeting of the stockholders congcnet
for that purpose and after notice shall hav
been given in a daily newspaper published
in this city once a week for thirty days pre-
ceding the meeting. The said notice ma!
be waived by the unanimous consent OF al
the stockholders. Any change made or pro
posed with reference to the capital stool
| shall be made In accordance with the law
. Of this state on the subject oil altering tn
capital stock OF corporations.
ARTICLE VIII.
!, No stakeholder shall ever be held liabl
for the faults or contracts OF said corpora
ton in any further sum than the unpai'
balance due to the corporation on tn
shares owned by him, nor shall any mer
informality in organization have the effec
Of rendering the charter null or exposing
any stakeholder to any liability beyond tn
unpaid balance due on his stock.
Il ARTICLE IN.
Il The first board Of directors shall consis
of Sigismund s. Levy, Horace b. Turne
and Alcide ]. Guesnon, with Sigismund S
Levy, president; Horace B. Turner, vice
president, and 'Alcide ]. Guesnon, secretary
treasurer.
The subscribers hereto have respectivel!
1 written opposite their names the amount o
stock owned by them In this corporation, 81
that this act of Incorporation may alst
serve as the original subscription list Of TIL
corporation.
Thus done and passed at my Office II
the city of New Orleans, In said state, OF
the day, month and year herein first abov,
written, in the presence of Messrs. Zachar!
Adler and Thomas A. Tabary, competen
witnesses, of the full age Of majority ant
residents of this city, who hereunto sigl
their names with said appearers and me
notary, after reading of the whole.
Original signed: S. S. Levy, "A shares
Fl. b. Turner, % shares; A. J. Guesnon,
share. Witnesses Zachary Adler, I. A