The herald., 1913-12-04
NiANION.
CERTIFICATE OF INCORPORATION
OF THE NEW ORLEANS BRICK l. STONE
COMPANY
STATE OF LOUISIANA, PARISH OF OR
LEANS, CITY OF NEW ORLEANS.

OF THE NEW ORLEANS BRICK 4 STONE
COMPANY.
STATE OF LOUISIANA, PARISH OF OR
LEANS, CITY OF NEW ORLEANS.
BE it 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
derSisned, personally came and appeared the
persons whose names are hereuntO subScriD-
ed, all above the full age of ma jOrity, who
Severally declared that, ayailing 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 a corporation and body polite in law
for the objects and purposes and under che
stipulatiOns 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 10 be
NEW ORLEANS BRICK X STONE COM
I,ANY.
Its domcile shall be In the city Of New
Orleans, state Of Louisiana, and ii 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
and authority to contract, sue, and be sued
IN Its corporate name; 10 make and use a
corporate seal; 10 hold, receive, hire, and
purchase real and personal property, and
10 sell, mortgage, or pledge the same and
10 borrow money and issue bonds, notes and
other obligations.
All citations or other legal process shall
be served upon the president, and in the
event or his absence or inability to 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 10 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-
lsrly the manufacture of sand-lime or clay
bricks, and other articles for building pur-
poses, and to make II kinds of constructions
that may be made Of clay or sand-lime the
manufacture OF concrete building blocks,
stones, thing, poles, sidewalks, shingles, and
other articles for building and ornamental
purposes that may be made of concrete and
also for the erection OF buildings, tombstones
and mauSoleums.
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
terlals, as may from time to time be deemed
advisable in the conduct of the business
3rd. To own and operate sand banks and
sand bars, gravel pits and gravel bars to-
gether with the necessary machinery, appli-
ances, beats, tugs, barges, steam boats and
other transportation facilities.
4th. To purchase and dispose Of business
plants 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 for the conduct of the business
above set forth and provided such acts are
not IN conflict with the laws OF the state of
| erica.
ARTICLE .III.-The capital stock of this
| corporation Is hereby fixed at the sum of
| sl6O,OOO.OO, divided as follows:
There shall be 500 shares OF common stock
OF the par value Of $4,000 per share, and
| value Of $4,000 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 or the corporation at any time after
| the 18th day of October, 1919, at the price
| or $4,000 per share, and the amount OF the
| dividends accumu ated and unpaid thereon
| at the date or redemption said redemption
| shall be made In such manner and In such
| proportion as the board Of directors NAV
determine No dividend shall be paid to
| holders OF common stock on that stock until
| there shall have been set aside In the treas
| ury from the earnings a sum sufficient TO
pay the 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 corpora
| ton or used for any purpose without the
consent OF the majority of the directors rep
| resentlng the preferred stockholders
! The preferred stock shall first be paid the
guaranteed dividend of per cent per an
mum, after which there shall be set aside
| from the earnings of the company a sum
sufhclent to pay the guaranteed dividend OF
per cent per annum for a period of two
years; following which the preferred stock
to the extent Of % per cent of tSa r1 fnts
amount Of the dividend to be declared on
the common stock.
| 1t Is provided that no mortgage shall he
placed upon the plant without the afirma.
| i've vote or consent OF a majority of direc-
tors representing the preferred stock
ms corporation shall commence business
snail have been subscribed for
ARTICLE lV.-All the corporate powers
OF this corporation shall be vested In and
exercised by board of directors composed
OF NOT less than seven nor more than twelve
stockholders at the discretion of the boa rd
OF directors II said board shall consist OF
by the holders of common stock and two by
holders of preferred stock IL II shall CON
SYST OF nine directors, six shall be elected by
me holders OF common stock and three by
holders OF preferred stock. II 1t shall con
slSt OF twelve directors eight shall be elect
ed by holders of common stock and four hJ
holders OF preferred stock. A majority Of
the BOARD shall constitute a quorum at thC
transaction Of all business
Inc board OF directors shall be vested
WIN 1ull power and authority to make al
contracts, purchases, and sales. and adont
all bylaws, rules and regulations for the
government Of the business and affairs o.
the company and alter, amend and change
same at pleasure; appoint hire and dis
charge all officers, agents, and employees, A,
az salaries and generally do and perform
an thlngS necessary In the transaction al
the business and the affairs Of the company
Any vacancy occurring in said board shall
ne hlled by the stockholders in the manne,
as provided for in the election of directors
| The first board Of directors of this corno
ration shall consist of Leo A Marrpro
charles E. Wermuth, John Lorenz. Lione
NJ. Ricau and Ernest T. Florance: with RI,
said Leo A. Marrero as president, Charlie
Il. Wermuth as vice-president. John Loren;
as secretary. and Lionel NJ Ricau as treas
urer, who shall hold their offices until IN,
annual meeting in 1915, or until their sue
cessors are duly elected and qualified.
ON the second Tuesday after the frs
Monday In January, 1915. and annual,
thereafter an election for directors shall h
held at the office Of the company under th
! supervision of three commissioners TO be an
pointed by the president ana the director
then elected shall take their seats immedj
! ately and shall hold office until their sue
, cessors are duly elected and qualified Eacl
board shall elect its own officers which shall
! consist of a president, a vIce-presidpnt- ,
2 secretary and a treasurer
All corporate elections shall be by ballot
and q majority of the yntec caSt hol aiao,