The herald., 1913-11-20


CERTIFICATE OF INCORPORATION
| OF THE NEW ORLEANS BRICK X STONE
COMPANY.
| STATE OF LOUISIANA, PARISH OF OR
LEANS, CITY UF NEW ORLEANS.
BE ii known, that on this tweuty-scyeuth
| day of October ia the year one thousand
| nine hundred AMI thirteen, before me. Sol
| Weiss, notary public IN and for the par
| Ism ul Orleans, state Of Louisiana, duly COM
mis>ioued and qualified, and in the presence
| OF the witnesses hereinafter named and un-
drrSl-nrd, personally came and appeared the
| persons whose names are hereuuJO subsCrib-
ed, all above the full age of majority, who
ScNcrd.Iy declared that, aydiliug themselves
Of the provisions Of the laws of the state
relative 70 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-
tuie Il corporation and body polite in law
Tor the objects and purposes and under the
sIpuldtlons and agreements hereinafter set
iorth and expressed, which they hereby
adopt as their charter.
ARTICLE The name and title Of the
corporation hereby formed is declared TO be
NEM ORLEANS BRICK X STONE COM
I'ANY.
Its domicile shall be in the city of New
Orleans, state Of Louisiana, and il shall
nave and enjoy succession by its corporate
name for period of ninety-nine years from
and after the date thereof.
IuiS corporation shall have the power to
and authority 10 contract, sue, and be sued
N us corporate name TO make and use a
corporate seal; TO 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
"e served upon the president, and in the
event Of his absence or inability to act
from any cause, the same shall be served
urcr.
ARTICLE 1.-THE objects and purposes
Tor which this corporation is organized and
the nature OF the business TO be carried on
Icy II are hereby declared TO be
lSt. The purchase, manufacture CON
SiruCtiOn and sale Of all kinds of building
supplies, materials and structures. particu-
iarIl the manufacture Of Sand-lime or clay
bricks, and other articles for building pur-
poses, and TO make all kinds of constructions
that may be made of clay or sand-lime; the
manufacture OF concrete building blocks
stones, tiling, poles, sidewalks, shingles, and
other articles for building and Ornamental
purposes that may be made of concrete and
@ @als9 Ior the erection Of buildings, tombstones
md. To purchase and own the rights TO
USE patented processes, machinery. forms
iiiti ana devices Tor the manufacture of bricks,
building blocks, tile and other building ma,
terlaIS, as may from time to time be deemed
advisable in the conduct of the business.
sra; TO own and operate sand banks and
sdnu DarS, gravel pits and gravel bars to-
Sether with the necessary machinery, appli-
anceS, boats, tugs, barges steamboats, and
Othtr transportation facilities.
4th. To purchase and DISPOSE OF busineSs
plants similar or incident 10 the purposes
Tor which this corporation is organized To
act as agent for the purchase and sale OF
any or an OF the articles hereinbefore de-
ScrlDed or similar thereto.
oth' 10 do any and all other things
necessary for the conduct of the business
above set forth and provided such acts are
erica. VI Am
ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum Of
Sl6OOOO.OO. divided as follows:
There shall be 500 shares of common stock
or the par value Of $4,000 per share. and
.,io I.iUo s.areS OF m preferred stock of the par
value OF SlOO.OO per share.
Inc preferred stockholders shall not be
emitted 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
forth. The preferred sock tor any part
thereof shall be subject TO redemption at the
option of the corporation at any time after
the 2Sth day OF October. 1919, at the nrica
OF SiZ0;OO per share, and the amount OF the
ulVldends accumulated and unpaid thereon
abou AT Inc date OF redemption; said redemption
shaII De made In such manner and In such
proportion as the board OF directors NAV
determine. No dividend shall be maid To
hoIders or common stock on that stock until
lhere snail nave been set aside in the treas
ury from the earnings a sum sufficient 70
pay the dividend OF per cent on the nre
terred stock for a period of two years fol-
lowing any dividend period, Said fnnd 60
set aside shall not be lent TO the cornoro1
tion or used for any purpose withont the
consent OF the majority OF the directors rep
reSentlng the preferred stockholders
The preferred stock shall first be aid tho
guaranteed dividend of per cent per an
mum, after which there shall be SET aside
IRON the earnings of the company a sum
Suulclent 10 pay the guaranteed dividend OF
per cent per annum for a period ~ two m
years; following which the preferred stock
snail participate in any further earnings
10 tne extent or y per cent OF the total
the common stock VII
1t IS provided that no mortgage shall he
paced upon the plant without the afTirma
tive vote or consent OF a majority Of dIroc-
tors representing the preferred stock
rms corporation shall commence business
as as soon as 100000 Of its capital stock
snail nave been subscribed for
ARTICLE IV.-All the corporate novars
OF thls corporation shall be vested In and
s eSercised by board Of directors composed
stn,b 81 nob less than seven nor more than twelve
stoCkhoIders at the discretion of the hoard
OF directors. II said board shall consist NJ
seven, nve or the directors shall he elected
py me holders OF common stock and two bv
holders of preferred stock. If n shall 90 ~
slst of nine directors six shall no eiacto5 h-
Ine holders or common stock and three h.
hoiders no. OF preferred stock. II 1t shall con.
sd siSt no Ol WE'VE directors eight shall be elect
ed Dy holders of common stock and fonr bv
uoIders OF preferred stock. A majority ot
the board shall constitute a ouorum az +pa pa
transaction Of all business " '1'
Ihe board Of directors shall no yaS+o5
WIN tull power and authority 70 MAKE oil
contracts, purchases, and sales and odont
all bylaws, rules and regulations for ~
government Of the business and aYoirs ~ ~,
the company and alter amend and chance
same at pleasure; appoint. hire ana az
charge all officers, agents, and emnloveas a.
az salaries and generally do and nerforr1 Ia
an things necessary in the transac ctIon %
the business and the affairs of the comnang
any vacancy occurring in said hoard shan
be hlled by the stockholders in tbe mannar
as provided for In the election Of d,ractnrs
Ihe first board Of directors OF this corno.
ration shall consist of Leo A Marrnro
charles f. Wermuth, John Iorenz TJonoi
VI; Rlcau and Ernest T. Florance: with tbe
Sald Leo A. Marrero as president Cbar1aS
h Wermuth as vice-president. John Toran7
as secretary. and Lionel NJ Ricau as treas-
urer, who shall hold their offices untiI Tho
annual meeting In 1915, or until their suc-
cesSors are duly elected and qualified.
On the second Tuesday after tba ars+
Monday In January 1915. and annuaIIy
tnereafter an election for directors shall no
held at the Office Of the companv nnder +bo
supervision OF three commissioners 10 ba an
pointed by the president and the directors
tnen elected shall take their seats immadi
atey and shall hold office until their suc.
cessors are duly elected and qualified. Each
board shall elect Its own officers. which shall
consist OF president, a yice-nresident a
secretary and a treasurer
All corporate elections shall be nv hsIlo+
and majority Of the votes cast shall elect