The herald., 1913-11-27

CERTIFICATE OF INCORPORATION
OF THE NEW ORLEANS BRICK X STONE
COMPANY.
STATE OF LOUISIANA, PARISH OF OR
LEANS, CITY OF NEW ORLEANS.
BE ii known, that on this twenty seventh
day of October in the year one thousand
nine hundred and thirteen, before me, Sol
Weiss, notary public in and for the par
iSh of Orleans state OF louisiana duly com
misSiOned and qualified, and in the presence
OF the witnesses hereinafter named and I'M
derslsned, personally came and appeared the
persons whose names are hereuntO subscrib-
ed, all above the full age of majority, who
Severally declared that, availing themselves
of the provisions OF the laws of the state
relative TO the organization Of corporations,
they have formed and organized, and by
these presents do form themselves and Of
those whom they represent into and consti-
tute corporation and body polite in law
Tor the objects and purposes and under the
stlpulations and agreements hereinafter set
fOrth and expressed, which they hereby
adopt their charter.
ARTICLE 1.-The name and title Of the
corporation hereby formed is declared TO be
NEW ORLEANS BRICK STONE COM
PANY.
Its domIclle shall be in the city Of New
orleans, state Of Louisiana, and it shall
have and enjoy succession by its corporate
name for period of ninety-nine years from
and after the date thereof.
This corporation shall have the power to
in Its corporate name; 10 make and use a
corporate seal; 10 hold, receive hire and
purchase real and personal property, and
TO sell, mortgage, or pledge the same and
10 borrow money and Issue bonds, notes and
other obligations.
All citations or other legal process shall
he served upon the president, and in the
event OF his absence or inability 10 act
from any cause, the same shall be served
upon the Yice-president or secretary-treas-
urer.
ARTICLE 1.-THE objects and purposes
for which this corporation is organized and
the nature of the business to be carried on
by II are hereby declared TO be:
LIST. The purchase, manufacture, con-
struction and sale OF all kinds of building
supplies, materials and structures, particu.
lariy the manufacture Of sand-lime or clay
bricks, and other articles for building pur-
poses, and 10 make all kinds of constructions
that may be made of clay or sand-lime; the
manufacture Of concrete building blocks,
stones, tlling, poles, sidewalks, shingles, and
other articles for building and ornamental
purposes that may be made of concrete and
also Tor the erection Of buildings, tombstones
and mausoeums.
md. To purchase and own the rights TO
use patented processes, machinery, forms.
and devices for the manufacture OF bricks
building blocks, tile and other building ma
IerlaIS; as may from time 10 time be deemed
advisable In the conduct of the business
3rd. To own and operate sand banks and
Sahd Dars, gravel pits and gravel bars, to-
gether with the necessary machinery, appli-
other transportation facilities.
SIN To purchase and dispose Of business
pants similar or incident to the purposes
for which this corporation is Organized To
act as agent for the purchase and sale Of
any or all OF the articles hereinbefore de
scribed or similar thereto.
9th. To do any and all other things
necessary Tor the conduct of the business
above set forth and provided such acts are
not In conflict with the laws OF the state of
Louisiana, or OF the United States Of Am
ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum Of
Sl60,OOO.OO, divided as follows:
Ihere snail be 900 shares Of common stock
! LOO shares of preferred stock of the mar
value of $4,000 per share.
Inc preferred stockholders shall not be
entitled TO any voting power In the corpo-
ration except as to the directors who shall
represent the said preferred stockholders on
the. board OF directors as hereinafter set
I0rth. The preferred sock tor any part
thereof shall be subject to REDEMPTION at the
option or the corporation at any time after
the ZSth day or October, 1919 at the price
OF 5000 per share, and the amount OF The
dividends accumulated and unpaid thereon
az the date Of redemption said redemptiOn
snail be made in such manner and in such
proportion as the board OF directors may
holders of common stock on that STOCK mill
there shall have been set aside in the treas
ury from the earnings a sum sufficient 70
pay Ihe dividend OF per cent on the pre-
ferred stock for period OF two years fol
lowing any, dividend period. Said fund so
set aside shall not be lent TO the cornora.
ton or used for any purpose without the
resenting the preferred stockholders.
The preferred stock shall first be Maid the
guaranteed dividend OF per cent per an
mum, e after which there, shall be set aside
from the earnings OF the company a sum
Suincient to pay the guaranteed dividend ~
per CENT per annum for a period Of two
years foiioWing which the preferred stock
to the extent Of y per cent az +S ar1 tntss
amount or the dividend to be declared on
the common stock VII
n,d 1t Is provided that no mortgage shall ,be
paced upon the plant without the afirma.
i've vote or consent Of a majority of direc-
tors representing the preferred stock
"a i snS corporsatiSn shall commence business
as soon as 100000 Of its capital stock
snail have been subscribed for.
| ARIlCLE IV.-All the corporate powers
OF TINS corporation shall be vested In and
e fsepc ICE a. oy a board of directors composed
OF not less than seven nor more than twelve
stocKholders at the discretion of the boa I'd
OF directors. II said board shall consist OF
seven, nve OF the directors shall be elected
! by the holders of common stock and two nv
holders OF preferred stock. III II shall con.
sist or nine directors, six shall be elected nv
b tne noiders or common stock and three by
sIst az Ud PreIerred stock II 1t shall con-
ca 9y holders OF common stock and fonr Inv
holders OF preferred stock. A maioritv q,
the board shall constitute a Quorum ar tbo
transaction Of all business. ~ '"e
,Ihe board of directors shall no vestad
WIN 1ull power and authority TO make all
c0htracts, purchases, and sales and adont
all Dy-Iaws, rules and regulations for the
government or the business and affairs M
me company and alter. amend and chance
same at pleasure; appoint, hire, and dis.
cmarse al omcers, agents, and EMPLOYEES fix
az salaries and generally do and nerrorm
all things necessary in the tronSan+ -
the business and the affairs of the comnang
ANY vacancy occurring in said board shall
he hlled by the stockholders in the NAME
! as provided for in the election Of directors
Inc first board OF directors OF this corno'
ration shall consist of Leo A. Marraro
Charles f. Wermuth, John Lorenz Iionoi
VI; Rlcau and Ernest T. Florance: with tho
said Leo A. Marrero as president CbarIas
Il. Wermuth as vice-president. John loren,
as secretary, and Lionel VI. Ricau as treas
urer, who shall hold their offices until tbo
annual meeting In 1915, or until thair cue
| cessors are duly elected and qualified.
| On the second Tuesday after the fret
Monday In January, 1915. and annual,
thereafter an election for directors shall he
held ar the office Of the company under the
supervision OF three commissioners to be an
| pointed by the president ana the directors
| tnen elected shall take their seats immedi
ately and shall hold ONCE until their suc
cessors are duly elected and qualified. Each
| BOARD snail elect Its own officers. which shall
conslst or president, a vice-president, a
secretary and treasurer
All corporate elections shall no nv bo1Io+
and majority of the votes cast shall elect
rand each entire Shara oS s+oot- .h.Yr