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


shall cease with respect to such retired
stock.
All the corporate powers or this corpor-
alton shall be vested In and exercised Dy "
board Of directors eleven 1l) In NUMBER,
All of whom shall be stockholders, 10 De
elected on the first Monday In April OF each
year, commencing with the first Monday OF
April, 1918, with the understanding, now
ever, that the first board of directors TO De
selected by the stockholders under this char-
ter as well as the first set of officers, tnere-
of, to-wit: A president, a yice,presldent'
a secretary and a treasurer shall hold OF
fee until the first Monday In April, l9lS
on the date last named, said election shall
take place and annually thereafter.
Until the preferred stock shall nave peen
retired in full, the common stock shall eject
seven % OF these directors, and the pre-
ferred stock four a. Of the directors. when
the preferred stock shall have been retlreu
in full, the common stock snail eject 'ns ne
entire eleven directors. Upon the signing OF
this charter, the subscribing stocknolders
thereto shall elect the first board or dlree-
tors TO serve until the first Monday In april;
1918, and said board shall thereupon; ana
from their own number, eject president
yice-preSident, secretary and treasurer, lor
a like period. 1t shall be competent, now
ever, for the board OF directors TO unite any
two OF said offices in one person. Five 20
Of said board shall constitute quorum Tor
the transaction of corporate business.
ARTICLE VI.
Said board Of directors shall remain In
office from the date OF their election, Tor the
term OF their respective offices. or until their
successors have been chosen and quallned.
The election for directors shall be by ballot
and the majority in amount or stockholders
voting whether In person or by proxy, sna t
Each share Of stock voted upon, whether
common or preferred, to be counted Tor one
vote After each election, the board so
elected shall elect from their own numOer
l,t,., off named
The board of directors shall give at least
ten DAYS notice by mail of the election OF
directors, and shall appoint one or more
stockholders 10 preside at such election.
Anv failure from any cause whatsoever to
elect directors on the day named FOR that
purpose, shall not dissolve this corporation,
but the directors and officers then in ofhce
shall hold over until their successors are
chosen and qualified.
The board of directors shall have full
power and authority TO MI vacancies IN
their number, caused by death, resignation
or otherwise The said board Is further
authorized 10 frame and adopt such bylaws,
rules and regulations as the affairs and bus
mess of the company may require, ana "
may deem necessary, for the conducting and
mana cement thereof. provided the same does
not conflict with this charter, and the laws
| OF the state of Louisiana, and those OF
! the United States; TO name. and appoint
managers, fix their compensation and terms
| OF employment, as well as other agents and
employees, as in its discretion may seem iii
! and proper, as well as to fix the salaries
and terms Of employment of all other ON
GERS and employees, clerks and assistants
| The board of directors are specially vest
ed with the power to acquire and purchase
such property or business or good Will, OF
all of these from individuals, firms, or other
| corporations, as said board OF directors may
| deem advisable and proper and at such
prices and on such terms as they think best
| and to pay therefor in the full paid com
mon capital stock Of the corporation. This
power TO purchase and acquire TO be exer'
cised by said board without the necessity
| Of referring to the shareholders for au
| thOrZatiOn.
Holders of preferred and common stock
may vote at all stockholders meetings
either in person or by proxy, each share cast
TO be counted for one vote
ARTICLE VII.
This charter may be amended, modified
or altered, or this corporation dissolved, al
a general meeting of the stockholders con
the majority of the stock which may be Is
sued present or represented at such meet
ing. Thirty days notice OF such meeting
shall be given by mail to the stockholders
minatiOn OF this corporation, the liquida.
ton of its affairs shall be conducted by
three commissioners selected in like man
ner and by like vote, and assent at a meet
ing called as above for that purpose. In
the event of the death or resignation of any
of said commissioners, or vacancy occurring
in their number from any cause whatsoever
the two surviving commissioners shall have
the full power to proceed with their func.
tions or fill the vacancy, as they may elect
ARTICLE VIII.
No stakeholder shall ever be liable OF
responsible for the debts. contracts, or faults
of this corporation, for any further sun
than the unpaid balance due on the shares
of stock subscribed for by him or owned by
him; nor shall any informality In the or
ganization have the effect of rendering thi:
rta Of a
any liability beyond the amount of the un
paid balance on his subscription to the
stock.
Should any stakeholder or stock-owner
common or preferred, desire to sell or dis
| pose of all or any part of said stock, oil
| relinqush his interest in the corporation
or desire TO terminate or dissolve the same
he shall first tender such stock through thu
board of directors of this corporation, fo
| purchase, to the other stockholders, anC
the other stockholders shall have the pre-
ferred right for ten days to purchase tn,
stock so rendered, as the price shown b!
the books Of the company. All stock ISSUED
or to be issued shall be subject to the fore
going provision.
The capital stock of this corporation ma!
| be increased or decreased on complying will
| the requirements of the law, and with sucl
bylaws as may be consistent with the law
as may be hereafter adopted by the boar,
4 OF directors.
/ ARTICLE XI.
Thus done and passed in my office on tn
day and date first above written, in the pres
| ence of Messrs. T. A. Schuber and W. Con
kerton, both competent witnesses, domicill
ated in this city, who signed these present
together with the parties, and me, notary
after a due reading of the whole, the par
ties hereto also affixing opposite their re
spective names their respective subscril
4 lions to the capital stock of this corpora
4 tion which shall constitute the original sui
scrlption list Of stock subscribed In thi
corporation.
Original signed: Subscribers names an
their respective subscriptions)
Witnesses: T. A. Schuber W. Conkertor
EDGAR NJ Calm, Not. Pub.
State of Louisiana, Parish Of Orleans.
4 l, the undersigned recorder of mortgage
of the parish of Orleans, aforesaid, do here
by certify that the above and foregoing &C
Sons Co." was this day recorded in my OF
1 fee in book 10SS, folio -.
i Witness my hand and official seal thi
4 Goth day of March, 1912.
Isignedl EMILE LEONARD, by.
correct copy Of the original act of incor
pOration, and Of the certificate of the re
/ corder Of mortgages thereto appended, witt
the exception of the names of the subscrib
ers and the amounts Of their respective sub
scriptions.
New Orleans. La, March 10th, 1913.
| (Signed) EDGAR NJ CAIN,
i (Seal Notary Public.
Il CHARTER
OF THE RED GUM LUMBER COMPANY
/ UNITED STATES OF AMERICA, STATE
| OF LOUISIANA, PARISH OF ORLEANS
4 CITY OF NEW ORLEANS.
Il hat hfc txrav - %, r41