The herald., 1913-03-27

| The dOmlcile of this corporation shall III
in the city of New Orleans, state Of LOuisi
ana. but II may establish and operate fac
tories, offices and agencies wherever IL MAJ
deem advisable. All citations or other lega
processes shall be served on the president o
this corporate or in the event of hi
absence or inability 70 act, upon the vice
ARTICLE III.
The objects and purposes for which thi'
corporation Is organized and the nature 81
the business 10 be carried on by it are
| hereby declared to be the general turpen
tine and lumber business in all its various
branches, and TO that end TO manufacture
purchase and sell turpentne, pitch. tar
rOSin. naval stores and allied products; e
acquire. own, construct and operate turpen
tine stills, Sawmills, planning mills. drier'
and all machinery and appliances necessary
I in connection with the operation Of said
i business and 10 manufact any products OF
| wood such sash, doors, blinds trimmings
| boxes. furniture and articles Of wood and
its various by-prOiuctS. And furthermore
! 70 own and operate in connection with said
! business. tram roads logging roads. sailing
| vessels. steam vessels and other water craft
| necessary for the transportation Of its ma
terial and products and also do a mercantile
business
ARTICLE ".
| The capital stock Of this corporation Is
hereby fixed At one hundred thousand $500.
600 O0D dollars. divided INTO and represented
| by one thousand G.OOOl shares Of one hun,
dred tS1OOOOD dollars each. which said
! stock shall be paid for in cash or in such
amounts and in such manner as the board
| OF directors may determine. or may be IS
| sued at par In payment Of property actually
| purchased. or services actually rendered 10
| this corporation, which said stock shall be
| full paid and worcestershire.
| This COrpOrati ton shall be authorized "a
| commence business and DO a going concern
| rs soon as thirty thousand ($3O, 900 OO) dol.
| lars OF its capital stock r Subscribed for,
which amount IS hereby declared to be sub
Scribed.
| The shares Of this stock shall be trans
ferabie only on the books of this corpora
ton, and no transfer Of stock shall be bind
| ing or have any effect upon this corporation,
unless and until made upon its books and
| a prior lien on all shares OF stock shall be
retained by this company on the stock of
any shareholder for any Indebtedness, Sc
| cured or unsecured. however evidenced or
created, due at any time to the company
| by the holder OF said stock. and all trans
fers of stock shall be made subject 10 these
conditions.
ARTICLE V.
All the corporate powers OF this corpOr-
alton shall be vested in, and exercised by
a board Of four directors who shall each be
a stakeholder in this corporation, the ma
jority of whom shall constitute a quorum
for the transaction Of all business and a
majority vote at any meeting shall decide
all questions voted upon.
Said directors shall b. elected annually
from the stockholders, on the first Tuesday
of April in each year. after due notice Of
said meeting shall have been given TO each
stakeholder. sent by mail 10 his last known
address. ten (lOD days prior to the holding
Of said election, which said notice or any
other notice required by this charter, may
De waived in writing.
At said election. and AT all other meetings
Of the stockholders, the vote shall BE- by
ballot, and each share of stock shall be
entitled TO one Cd vote, to be east by the
owner in person or by written proxy. The
ma jOrity of stock voted at any stockholders
meeting shall decide all questions voted
upon, except as otherwise provided.
Within one (lD week from their election
as above provided for, the board Of directors
shall elect from among their members,
president, first yice-preSident and second
vice president; they shall also elect a secre-
tary-treaSurer, who may or may not be
member Of the board or stakeholder, at
the discretion Of the members of the board,
All the said officers and directors shall
hold their respective offices for a period
Of one 81 year from the date OF their cleo
ton, or until their successors are duly
elected
and officers herein named, shall expire on
April 4, 1914. or until their successors are
duly elected as herein provided for. But
the failure to hold an annual election or
TO elect the officers, as above provided for,
shall not result in the dissolution OF this
corporation, but the then board Of directors
and officers shall Sc!1 their respective offices
until their successors are duly elected.
directors shall be filed by the remaining
members OF said board for the unexpired
term, at a meeting called for that purpose.
after teB days prior notice in writing sent
by mail TO said directors at their last known
address, and il the said board fails TO elect
at said meeting, then the election may be
made by the stockholders at special meet
ing called for that purpose in the manner
herein provided for the election of directors.
The said board OF directors shall have
the power TO make all bylaws, rules and
regulations for the proper management and
conduct Of the affairs Of this corporation,
and to change, alter, amend, or abolish the
same at pleasure, and shall have and exer
else all the powers conferred by law on
this corporation and as set forth in this
charter.
The said board OF directors may also del
egate any OF said powers in the transaction
Of the business of this corporation TO com
mittees Of their own body, or to the officers
and agents Of this corporation, and said
board shall have the right to suspend or
remove any employee at pleasure.
All the employees of this corporation
except those holding the offices of president
and vice-presidents, shall be considered as
employed by the month, unless otherwise
specially contracted with in writing.
The first board of directors Of this corpor-
alton Is hereby declared to Be: w. b. Gill
can. New Orleans, La; Newton R. Wilson,
Beaumont, Texas; Buckner Chipley, New
Orleans, la. /; VI. J. DAILY, New Orleans la
with the said W. B. Chilean as president
and the said Newton X. Wilson as LIST vice
president and the said Buckner Chipley as
2nd vice-president and the said J. A Taylor
As secretary treasurer, who shall hold their
respective offices until their successors are
duly elected and provided for
1t shall be the duty Of the president OF
this corporation, or In the event OF his ina
bility or failure to act, then the duty of
vice-president, to call a special meeting of
the board Of directors or the stockholders
on written request to that effect signed
by two or more directors, or upon the writ
ten request of ten per cent of the stock
issued.
ARTICLE vi.
This corporation may be dissolved by
vote of three-fourths (3-4) of the capital
stock thereof, at a general meeting convened
Tor that purpose in the manner as above
provided, for the calling of the meetings
held annually for the election of board OF
directors except that in that event a notice
In writing shall be sent to each stakeholder
thirty 500 days prior to said meeting at
his last known address, Whenever this cor
poration Is dissolved, either by limitation or
otherwise. its affairs shall be liquidated BY
three liquidating commissioners to be elected
at such general meeting, and in the case of
death, resignation, or inability to act of any
OF the said commissioners, the surviving
commissioner or commissioners shall appoint
a successor and together they shall continue
the liquidation to its termination. |
ARTICLE VII.
Thts charter may be changed or amended
and the capital stock may be increased or
diminished, by a vote Of two-thirds C2-3)
OF the capital stock issued at a general meet |
Ing called for that purpose, after thirty |
500 days prior notice in writing having
been sent TO each stakeholder at his last
known address.
No stakeholder shall ever be held liable