The herald., 1913-12-25

Article III-The objects and purposes for
which this corporation IS formed and the ma
ture Of the business to be carried on by 1t,
| are hereba declared to be to deal in, acquire,
| purchase hold, exploit, lease, sell and mort,
gage real estate, improved and unlmpIoVed
of whatever nature, and all manner OF Janus
| throughout the state of Louisiana, IN the Re-
| public of Nicaragua and elsewhere, partic-
| ularly including the exploitation IN Nicaragua
| OF two hundred and eIghty-hve thousand seven,
| hundred and twelve acres OF land 10 ne
| purchased by the said corporation and de
| Scribed as LANDS situated on both sides OF
| Punta Gordd river, and extending from Mon.
| kew Point on the Atlantic Ocean side, and
| western side by La Flor, IN the department
| Of Chantalcs in the Republic Of Nicaragua;
to exploit the same well as to develop, I'M
prove, drain and plot out INTO SUBDIVISIONS
any and all OF such lands, erect dwell lings
and other buildings and improvements thcfc-
on and to lease, hypothcCatr. sell or other
wise market the same or ITS products m
whole or in part; to build, erect, construct
and 10 contract Tor the exploitation, building,
erecting Of all necessary machinery ana con-
,triictiou OF all necessary tenement houses,
flats or apartment and other buildings OF IKE
! character; TO build and operate tramWayS ana
manufacturing plants; to construct ana mann
tam all manner Of machinery and mining I'M
Elements for minerals and ores and the mar
| kctiug Of same: To- act as agents tor other
COMPUTATIONS, individuals or nrUN, tor the sale
of lands minerals, ores or other products OF
mines: 10 collect rents, and IN tins capacity
To charge and collect commissions and com.
uru,atIon as payment for such services, and
To do all things pertinent or gcrmane To- the
powers herein granted.
| Article N.-Thc capital stock OF this curpo-
| ration Is hereby fixed at one million I'VE hun
bred thousand CSl.5OO0O0 dollars, divided INTO
| and represented by one thousand tive hundred
! G.5OD shares OF the par value 81 one Thousand
! $1,000 dollars each; which SAID stock shall
! he paid for m cash or IN such instruments dN
| the board of directors may direct, or Tor labor
done. OF for nights or property actually re
! cr1yrd by said corporation. All transfers OF
/ Ia. .i1s M frt. "A
| ration shall be entered on the stock book,
and no transfer OF stock shall be IN any man
ncr binding on tins corporation until 50 reg
| i>tcrcd IN It's said stock book.
| Article N.-ThS corporation shall become a
| going concern and commence business wncn
not less than one thousand shares OF lts cap
rtal stock shall have been subscribed for.
and n any shares remain after the SAID one
| thousand shares required TO make tins Corpo-
ration a going concern, shall have been sub
>Cribcl tu. said remaining shares may he dis
posed of bv the board OF directors for cash,
property or labor, AT not less than par value.
All shares shall bc full paid and n"n-asNcN>a-
Article NI.-Thc corporate powers Of this
corporation shall be vested IN and exercised
by board of directors composed Of i've stock
holders. a majority OF whom shall constitute
a quorum in the transaction OF all business.
which said directors shall be elected at a
general meeting of the stockholders Of this
corporation 20 be held the first Monday
in January OF each year, and notice Of sa't
election shall be given by publication IN
daily newspaper published IN the English Ian
guaEe in the city Of New Orleans, Tor the
period OF Al least ten days previous TO SAID
election and 10 give each stakeholder writ
ten notice addressed 10 his or her last known
residence. The said board at It's first meet
ing shall elect from its members president,
a vice president. secretary, treasurer,
recording secretary.
Article NII.-Thc first election for directors
under this charter shall take place on the
nrst Monday IN January, 1919, until which
time or until their successors shall have been
duly elected and qualified, the following
named shall constitute the first board OF di-
rectorS: Pedro Grave DE Pcralta Rodolfo
Perez, Salvador LeJarza, Augusta Martelo !.
and Oscar ID. Hebron, with Pedro Grave dc
Peralta, president and general manager; Ro-
! dolio Perez, vice president; Salvador LeJarza,
| financial secretary; Augusta MartelO J.. treas
| urer, and Oscar ID. Heilbron, recording secre-
! tary. with Paul Louis Fourchy, attorney Tor
| the corporation.
| The failure from any cause to elect direc-
tors the day stipulated shall not dissolve
| this corporation, but the officers and directors
! then in othCe shall hold over until their sue
ces>ors shall have been duly elected and quail
| Ihed In the event OF any failure to hold the
| election on the day stipulated. the president
| shall call a new election Immediately there
after on ten DAYS notice as hereInbefore pro-
vIded. Vt all elections and meetings OF
| stockholders each stakeholder shall be enti-
tied to one vote for each share OF stock regis
tered IN his name, and may vote in person OF
by proxy. All elections shall be by ballot
Article NIII.-The board Of directors shall
have power 10 hll all vacancies in its mem.
berShlp from among the stockholders Of this
corporation The board Of directors shall have
full control and management OF the property
OF tins corporation and shall so conduct, man
age and use the same as in its discretion i
may deem INT and consistent with the object.
OF this corporation and its welfare. 1t NAY
make and establish as we'll as alter an,
amend any and all bylaws, rules and reg
ulations necessary and proper IN its Judgmen
| TOR the conduct. and management a
J the business and fairs Of said corporation
: And shall appoint such officers, agents, ser
Quoting the business OF the corporation, shall
TX their compensation and have the right t.
dismiss them at pleasure.
4 Article IN.-Ths charter may he modified
changed or altered, said corporation ma!
e he dissolved with the assent of wo-thirdS o
/. the paid-up stock represented at a genera
, meeting OF the stockholders convened 70
5 such purpose, after ten days previous notice
shall have been given each stakeholder, ad
dressed to his residence as II appears on tn
n books of the company, and in accordance witt
: the laws OF Louisiana.
/ In case OF the dissolution or termination o
. this corporation either by limitation of il
4. charter or for any other cause. its affair
shall be lqudated by three commissioner
; selected by its stockholders at general meet
? ing held as above set forth: and the sal,
commissioners shall remain in office until tn
affairs of the corporation shall have been Ii
quidated. In case of the death inabilit,
. OF lnCdpdCltN oil one or more OF SAID com
mis- SiOners, the survivor or survivors shall
4 continue to act.
\ Article Mo stakeholder of this corpora
: ton shall ever be held liable or responsible
for the contracts OF this corporation or il
faults, in any further than the unpait
balance due the company on the shares o
q stock subscribed for or owned by him, no
shall any informalities in organization hav
. the effect OF rendering this charter NULL or o
( exposing any stakeholder to any liability be
4 yond the unpaid balance if any. due on hi
9 stock
( Thus done and passed, at the city of New
Orleans, state of Louisiana, on the day
month and year herein first above written, i
the presence of Messierus r. l.. FOurchy an
- VI. n. Nerlander, competent witnesses VIII
have hereunto subscribed their Names Ia
gether with the said appearers and me, no
= tary, each of said appearers having set oppo
sit ehis signature the number of shares O
|, | stock subscribed by him, hereby Constitutin
}, | the signatures hereto the list OF original sub
v scriptions made for the purpose OF organ
II izlng this corporation. 81
!, Original signed: Pedro Crave de Perata
5 | SIS shares; Rodolfo Perez, 2l0 shares: August
= Martelo J., los shares; oscar ID. Heilbror
a los shares; Salvador Lejarza, 400 shares.
d Witnesses: T: l.. Fourchy, NJ. A. Nerlande'
;, SIDNEY +. GAUTIER, Notary Public<
Z, |, tn undersigned recorder of mortgagss<
i and for the parish of Orleans, state of In
e ana, do hereby certify thats the above k
e foregoing act of incorpofzffonr of the Unite
Y States Land Development Company, Ltd, w
D. this day duly recorded in my office in boo
l. New Orleans. December "a. 1913
IF lSigned EMILE J. LEONARD, by. ]
d SIDNEY F. GAUTIER, Notary Publ
IS dec p jan IS p %