The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-10

timber and other forest products, whetner as
principal or agent, on commission or otner
wise; to own and lease and otherwise &C
duire and operate sawmills or manufactures
in connection with the lumber business; 10
buy and sell and otherwise acquire real es-
tate and timber lands; to own and lease
and otherwise acquire and operate lumber
yards to own and lease and otherwise &C
quire 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 10 said businesses
ARTICLE ".
The capital stock Of this corporation Is
hereby fixed al the sum of fifty thousand
dollars. divided into and represented by hve
hundred shares of the par value OF 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 aai
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 or 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 or the
book value as of the date Of such offer; and
IL 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 the right to
purchase any business within the purposes
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 OF directors
| consisting of three stockholders who shall
be elected annually at meeting OF 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 at
| the Office of the company under the super
| vision of two commissioners TO be appointed
| by the board OF directors. Notice Of such
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 such
| election, or by one publication in daily
| newspaper In this city at least ten days prior
| TO such election; but this notice may be
| waived by all the stockholders.
| At all such elections and at all meetings
Of the stockholders, every stakeholder shall
| be entitled to one vote for each share OF
| stock standing in his name on the books OF
| the company at the date OF such election or
meeting; said votes to be cast in person or
by written proxy, and a majority or the
votes cast shall elect.
| The failure TO elect directors at the an
nual meeting shall not dissolve or affect the
corporation, nor impair its management in
/ I,,& H.. a.
shall remain in Office until their successors
| are elected and qualified.
The board of directors shall elect as soon
as possible after their own election, and
| from their own number, president, vice
| president and a secretary treasurer, and may
grant to each officer such powers as they
deem proper.
All vacancies in the board for whatever
cause shall be filed by the remaining direc-
tors ANY member Of the board may ap-
point any other stakeholder his proxy TO at
tend any meeting and act in his place and
stead
The board Of directors shall be vested with
full power and authority to make all con-
tracts, purchases and sales, and TO make all
bylaws, rules and regulations for the con-
duct of the business OF the company, and
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 deeIn
necessary, and shall have the power TO fix
and define the duties of every officer, agent,
servant and employee.
All checks Of said company must be
signed by the president or vice president.
and by the secretary-treasurer. and in case
OF the absence or disability Of said secretary
treasurer, by said president and vice-presi-
dent. All notes and other evidences OF in
debtedness OF said company must be signed
by the president.
ARTICLE VI
Whenever this corporation shall be dis
solved either from limitation or otherwise,
ire fol Shon ha inrnfd lot nv yrn
missiOners to be appointed from amongst
the stockholders at a general meeting of
the stockholders convened for that purpose,
OF which meeting notice shall be given in
the time and manner provided for stock
holders meeting in Article VII of this char
ter, and a majority in amount Of the capital
stock represented at such meeting shall be
requisite to elect. Said commissioners shall
remain In Office until their affairs are fully
liquidated In case of the death. resigna-
ton, or inability to act of either Of said
commissioners, the vacancy shall be filed
by the stockholders after similar notice,
until which time the survivor shall con-
tlnue to act. The said notice may be
waived by the unanimous consent of all the
ARTICLE VII.
This act OF Incorporation may be modified,
changed or altered, or said corpora ton may
be dissolved with the assent of three-fourths
Of the capital stock represented at a gen
eral meeting of the stockholders convened
for that purpose, and after notice shall have
been given in daily newspaper published
In this city once week for thirty days pre-
ceding the meeting. The said notice may
be waived by the unanimous consent OF all
the stockholders. Any change made or pro-
posed with reference to the capital stock
shall be made in accordance with the laws
Of this state on the subject OF altering the
capital stock OF corporations.
ARTICLE VIII.
No stakeholder shall ever be held liable
for the faults contracts of said corpora
ton in any further sum than the unpaid
balance due to the corporation on the
shares owned by him, nor shall any mere
informality in organization have the effect
of rendering the charter null or exposing
unpaid balance due on his stock.
ARTICLE TX.
The first board Of directors shall consist
OF Sigismund s. Levy, Horace b. Turner
and Alcide ]. Guesnon, with Sigismund s.
Levy, president; Horace B. Turner, vice
president, and Alcide ]. Guesnon, secretary
treasurer.
The subscribers hereto have respectively
written opposite their names the amount OF
that this act of Incorporation may also
serve as the original subscription list of the
corporation.
Thus done and passed at my Office In
the city Of New Orleans, in said state, on
the day, month and year herein first above
written, In the presence Of Messrs. Zachary
Adler and Thomas A. Tabary, competent
witnesses, of the full age Of majority and
residents of this city, who hereunto sign
their names with said appearers and me,
notary, after reading Of the whole.
Original signed: s. s. Levy, "a shares
III. B. Turner, Is shares; A. J. Guesnon, l
share. Witnesses Zachary Adler T. A.