The herald., 1913-04-24

IN huv sell export. manufacture and other |
wise deal In red gum and other lumoer anu
timber and other forest products, whether as
principal or agent, on commission OF otneI
wise to own and lease and otherwise ac-
ouIre and operate sawmills or manufactures
in connection with the lumber business 10
buy and sell and otherwise acquire reai es
tate and timber lands; to own ana ledse
and otherwise acquire and operate lumDer
yards; to own and lease and otherwise ac
1uire and operate railroads, tramways, YES
sells or other conveyances In connection Win
any of the above and foregoing businesses
and to do any and all things connected with
and incidental TO said businesses.
ARTICLE ".
The capital stock OF this corporation IS
hereby fixed at the sum of fifty thousand
dollars, divided into and represented by nVe
hundred shares of the par value or one
hundred dollars per share. This company
shall have the right to commence business
and be going concern when ten thousand
dollars Of the capital stock shall have been
subscribed. All stock shall be paid Tor
either In cash or property received or labor
done at such time and upon such terms ani
conditions as the board of directors shall
prescribe. The capital stock may be In
creased or decreased in accordance with the
laws of this state. All transfers OF stock
shall be made on the books OF the company
on the surrender of outstanding certificates
and pursuant to such rules as the board OF
directors may prescribe, and no certificate
OF stock shall be Issued except when PAID
in full as above.
No stakeholder shall have the right to
sell or dispose of his stock without first Of
fering II in writing for fifteen days through
the board of directors to the other stock
holders in proportion to their respective
holdings, at a price not In excess OF the
book value as of the date Of such offer; and
If any stakeholder refuses to purchase, the
others shall have the right to buy the same
in proportion TO their respective holdings :;
and all stock shall be issued and held sub
| ject TO this provision of the charter.
The corporation shall have tue right TO
purchase any business within the purposes
of this corporation and pay for same either
| by cash or in stock OF the corporation or
otherwise as the board of directors shall
| decide.
All the powers OF this corporation shall
be vested in and the business and affairs
shall be managed by a board or directors
| consisting OF three stockholders who shall
| be elected annually at meeting or the
stockholders held on the first Monday OF
| March OF eacn year, except the first board
| of directors who shall hold office until the
first annual meeting which shall take place
on the first Monday OF March, 1914.
| All elections shall be held by ballot al
the Office of the company under the super
| vision OF two commissioners to be appointed
meeting shall be given by the secretary
treasurer In writing delivered to each stock
holder in person, or mailed to his last known
address, at least ten days prior TO sucf
newspaper in this city at least ten days prio
to such election; but this notice may b
waived by all the stockholders.
At all such elections and at all meeting
of the stockholders, every stakeholder shal
, be entitled to one vote for each share o
stock standing In his name on the books o
the company at the date OF such election o
meeting; said votes to be cast in person o
by written proxy, and majority or TN
votes cast shall elect.
The failure to elect directors at the an
; nual meeting shall not dissolve or AFFECT IN
corporation, nor impair its management II
, any respect; but the directors and officer
: shall remain in office until their successor
lare elected and qualified.
The board of directors shall elect as sool
as possible after their own election, am
from their own number, president, vice
president and a secretary-treasurer, and ma.
grant to each officer such powers as the.
, deem proper.
Il All vacancies in the board for whateve
cause shall be filed by the remaining direc
tors. Any member of the board may ap
. point any other stakeholder his proxy 10 at
tend any meeting and act in his place an
!, stead. 49,
The board Of directors shall be vested witt
. full power and authority to make all con
tracts, purchases and sales, and to make al
, bylaws, rules and regulations for the con
duct of the business OF the company, an
the same TO alter, amend, or repeal at pleas
, ure and the board may, from time to time
, name and appoint all such officers, agents
, servants and employees as they may dee
necessary, and shall have the power to n
= and define the duties of every officer, agent
: servant and employee.
All checks Of said company must b
signed by the president or vice-presidenl
and BY the secretary-treasurer. and in cas-
: OF the absence or disability of said secretary
4 treasurer, by said president and yice-pres
: dent All notes and other evidences OF II
' debtedness Of said company must be signe
: ARTICLE VI.
q Whenever this corporation shall be di'
: solved either from limitation or otherwis'
e its affairs shall be liquidated by two con
missioners to be appointed from amongS
the stockholders at a general meeting
the stockholders convened for that purpos
> of which meeting notice shall be given !
= holders meeting In Article VII Of this cha
: ter, and a majority in amount Of the capit'
!, stock represented at such meeting snail |
{ requisite to elect. Said commissioners sha
!. remain in office until their affairs are full
u liauidated In case Of the death, resigns
: ton, or inability to act of either Of sal
{ commissioners. the vacancy shall be file
y by the stockholders after similar motto
= until which time the survivor shall CO..
tinue to act. The said notice may
waived by the unanimous consent of all Il
Z ARTICLE VII.
= This act Of Incorporation may be moiihe
a changed or altered or said corporation ms
!; be dissolved with the assent of three-fourtl
of the capital stock represented at ge
eral meeting of the stockholders convene
- for that purpose, and after notice shall ha'
S been given in a daily newspaper publish'
> in this city once a week for thirty days pr
= ceding the meeting. The said notice ms
ts be waived by the unanimous consent or Q
. the stockholders. Any change made or pr
:, posed with reference to the capital sto
: shall be made in accordance with the Law
: of this state on the subject OF altering q
I. capital stock Of corporations.
rs
y No stakeholder shall ever be held liab
10 for the faults or contracts of said corpor
"A ton In any further sum than the unpa
~ balance due to the corporation on &
, shares owned by him, nor shall any me
LIE informality In organization have the effe
of rendering the charter null or exposil
&c any stakeholder to any liability beyond Z
: unpaid balance due on his stock.
:. ARTICLE TX.
& The first board Of directors shall consi
. of Sigismund s. Levy, Horace b. Turn
and Alcide ]. Guesnon, with Sigismund
T. Levy, president; Horace B. Turner, vic
president, and Alcide ]. Guesnon, secretar
, treasurer.
Il The subscribers hereto have respective
~ written opposite their names the amount
= stock owned by them In this corporation,
n that this act Of Incorporation may al
h serve as the original subscription list Of Z
h corporation.
Thus done and passed at my Office
the city of New Orleans, In said state,
the day month and year herein first abo
written, in the presence Of Messrs Zacha
Adler and Thomas A. Tabary, compete
witnesses, of the full age of majority al
residents of this city, who hereunto sii
!, their names with said appearers and n
I; notary, after reading Of the whole.
~ Original signed: s. S. Levy, "a share