The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-10

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shall cease with respect to such retired
stock.
! All the corporate powers Of this corpor-
alton shall be vested in and exercised by a
board of directors eleven 1l) in number,
all Of whom shall be stockholders, to be
elected on the first Monday in April OF each
year. commencing with the first Monday OF
April, 1918, with the understanding, how
ever. that the first board of directors to be
selected by the stockholders under this char
ter as well as the first set OF officers, there
of, to-wit: A president, a vice-preSident,
a secretary and a treasurer shall hold of
fee until the first Monday in April, 191S
on the date last named, said election shall
take place and annually thereafter.
Until the preferred stock shall have been
retired in full, the common stock shall elect
seven % of these directors, and the pre-
ferred stock four a. OF the directors When
the preferred stock shall have been retired
in full, the common stock shall elect the
entire eleven directors. Upon the signing OF
this charter, the subscribing stockholders
thereto shall elect the first board of drec
tors TO serve until the first Monday in April,
1918, and said board shall thereupOn. and
from their own number elect president,
vice-president, secretary and treasurer, for
a like period. 1t shall be competent. how
ever, for the board of directors TO unite any
two of said offices in one person. Five ~
Of said board shall constitute a quorum for
the transaction OF corporate business.
ARTICLE VI.
Said board Of directors shall remain in
Office from the date Of their election. for the
term OF their respective offices. or until their
successors have been chosen and qualified
The election for directors shall be by ballot,
and the majority in amount of stockholders
voting whether in person or by proxy, shall
elect the persons for whom they are cast.
Each share of stock voted upon, whether
COMMON or preferred. TO be counted for one
vote. After each election. the board so
elected shall elect from their own number
the officers above 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 TO preside at such election.
Any 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 office
shall hold over until their successors are
chosen and qualified.
The board Of directors shall have full
power and authority to fill vacancies in
their number, caused by death, resignation
or otherwise. The said board is further
authorized TO frame and adopt such bylaws,
rules and regulations as the affairs and bus
mess of the company may require and IL
may deem necessary, for the conducting and
management 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 other agents and
employees, as in its discretion may seem fit
and proper, as well to fix the salaries
and terms of employment of all other Off
[ 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, or
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-
thoriZatiOn.
Holders of preferred and common stock
may vote at all stockholders meetings.
either in person or by proxy, each share cast
10 be counted for one vote.
ARTICLE VII.
This charter may be amended modified,
or altered, or this corporation dissolved, at
I a general meeting of the stockholders con-
4 vened for that purpose with the assent Of
the majority of the stock which may be is
4 sued present or represented at such meet
Il ing. Thirty days notice Of such meeting
I shall be given by mail to the stockholders
Of record. In case of dissolution or ter
minatiOn of this corporation, the liquda-
tion of its affairs shall be conducted by
| three commissioners selected in like man
I ner and by like vote, and assent at a meet
l 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
tions or fill the vacancy, as they may elect
! ARTICLE VIII.
i No stakeholder shall ever be liable or
responsible for the debts, contracts. or faults
/ of this corporation, for any further sum
/ 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 this
| charter null or of exposing a stakeholder 10
| any liability beyond the amount of the I'M
paid balance on his subscription to the
j stock.
Should any stakeholder or stock-owner
common or preferred, desire to sell or dis
pose OF all or any part of said stock, or
relinquish his interest in the corporation,
| or desire to terminate or dissolve the same
he shall first tender such stock through the
board Of directors of this corporation, for
Il purchase, to the other stockholders, and
the other stockholders shall have the pre-
| ferred right for ten days to purchase the
i stock so rendered, as the price shown by
| the books Of the company. All stock issued
or to be issued shall be subject to the fore
| going provision.
i The capital stock Of this corporation may
| be increased or decreased on complying with
the requirements Of the law. and with such
bylaws as may be consistent with the law
as may be hereafter adopted by the board
| ARTICLE XII.
Thus done and passed In my office on the
day and date first above written, in the pres
ence Of Messrs. T. A. Schuber and W. Con
kerton, both competent witnesses, domicili-
ated In this city, who signed these presents
/ together with the parties, and me, notary
after a due reading of the whole, the par
ties hereto also afixing opposite their re-
/ spective names their respective subscrip-
| lions to the capital stock Of this corpora
tion which shall constitute the original sub
scription list Of stock subscribed in this
i corporation.
Original signed: (Subscribers' names and
their respective subscriptions.D
u Witnesses: T. A. Schuber W. Conkerton
EDGAR NJ CAIN. Not. Pub.
State of Louisiana, Parish of Orleans
i l., the undersigned recorder of mortgages
OF the parish Of Orleans, aforesaid do here
by certify that the above and foregoing act
/ OF Incorporation of the Louis Goldstein
| Sons Co." was this day recorded In nv Of
4 fee In book 1858, folio =.
i Witness my hand and official seal this
goth day Of March, 1912
2s signed .s,. . EMILE LEONARD, by. R:
correct copy Of the original act of incor-
poration, and Of the certificate Of the re-
corder OF mortgages thereto appended with
the exception Of the names of the subscrib.
ers and the amounts Of their respective sub
| scriptions.
New Orleans, La, March 10th, 1913.
| tslgnedl EDGAR NJ. Calm,
lseaD Notary Public.
| CHARTER
| OF THE RED GUM LUMBER COMPANY
| UNITED STATES OF AMERICA STATE
OF LOUISIANA, PARISH OF ORLEANS.
| CITY OF NEW ORLEANS.