The herald., 1914-07-09


correct copy Of the original on tle and OF
record in my office.
In witness whereof, have hereunto affixed
my signature and seal OF Office at the city OF
iSi4 Hi@ orleans '"'' '0'n Gay Of June a. D''
J. F MEUNIER, Not. Pub.
June IS 3 july 10 ,
cERTIFICATIoN OF INCORPORATION
OF THE NEW ORLEANS SILICA BRICK
COMPANY.
State Of Louisiana, Parish Of Orleans, City
OF New Orleans.
BE It known, That this 10Th day Of
June, IN the year one thousand nine hundred
and fourteen, before me, Scott +. Beer, 4
notary public, IN and for the parish of Or
leans, state Of Louisiana, duly commIs stoned
and qualIned and IN the presence OF the Wit
nc>scs hereinafter named and undersigned
personally came and appeared the persons
whose names hCreuntO subscribed. all
above the full age OF majority, who severaliy
declared that, avaIlIng themselves OF the pro-
visions 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 constitute a corporation
and body polite IN law for the objects and
purposes and under the stIpulations and agree
mcnts hereinafter set forth and expressed,
which they hereby adopt as their charter.
ArtCle The name and title Of the cor
pOrat0n hereby formed Is declared to be NEW
ORLEANS SILICA BRICK COMPANY.
Its dOmICIlc shall be in the city OF New
Orleans, state Of Louisiana, and II shall have
and enjoy succession by It's corporate name
for Il period of nInety.dluc years from and
after the date hereof.
This corporation shall gave the power and
to contract. sue and be sued IN its
corporate name, to make and a corporate
seal 10 hold, receive, hire and purchase real
and personal property, and TO sell. mortgage.
or pledge the same, and to borrow mOuy and
issue bonds, notes and other obligations.
All citation, OF other legal process shall
be served upon the president. and, in the
event Of his absence or inability to act from
any cause. the same shall be served upon the
ylCc-presIdeut or secretary treasurer
Article 1.-The objects and purposes for
which tins corporation Is organized and the
nature OF the business to be carried on by It
are hereby declared to be:
FlrSt-Ihe purchase, manufacture, Construc-
ton and sale OF all kinds OF building supplies,
materials and structures, particularly the man
ufaCture OF >and-lIme or clay bricks and
other articles for building purposes, and to
make all kinds Of constructions that may be
made Of clay sand lime; the manufacture
OF concrete building blocks. stones, tiing,
poles, sidewalks, shingles and other articles
for building and ornamental purposes that
may be made OF concrete. and also for the
erection Of buildings, tImbstoncs and mauso-
leumS.
Second-To purchase and own the rights to
use patented processes, machinery. forms and
devices for the manufacture Of bricks, build
ing blocks. tile and other building materials,
able IN the conduct Of the business.
IhiTd-Io own and operate sand banks and
sand bars, gravel pits and gravel bars, to-
gether with the necessary machinery appli.
anceS, boats. tugs, bdrgcS, steamboats, and
other transportation facilities.
f"ur'h-Io purchase and dispose Of business
plants similar or incident to the purposes
Tor which this corporation is rogauized To
act As agent for the purchase and sale Of any
" all OF the articles hercinbcfore described
or similar thereto.
Fifth-To do any and all other things neccs-
Sary Tor the conduct Of the business above
set forth, and provided such acts are not in
conflict with the laws OF the state Of Louisi-
ana or, Of the United States OF America.
Article Ill.-Ihe capital stock OF this cor
poratlon IS hereby fixed at the sum of $780,
20, divided As follows:
There shall be 2O,OOO shares OF common
stock Of the par value OF $40 per share aud
1000 shares OF preferred stock OF the par
value Of $40 per share.
The preferred stockholders shall not be en-
titled to any voting power in the corporation
except as 10 the directors, who shall repre-
sent the said preferred stockholders on the
board of directors as hereinafter set forth
The preferred stock. or any part thereof, shall
be subject TO redemption at the option Of the
at any time after the lst day of
January 1920, at the price OF $3.50 per share
md the amount of the dividends accumulated
md unpaid thereon at the date OF redemp-
ion; said redemption shall be made in such
manner and IN such proportion as the board
hall be paid TO holders of common stock on
hat stock until there shall have been set
Iside in the treasury from the earnings
um sufficient to pay the dividend of 7 per
n the preferred stock for a period of two
ears following any dividend period. Said
und set aside shall not be lent to the
orporation or used for any purpose without
he consent OF the majority Of the directors
epreSenting the preferred stockholders.
The preferred stock shall first be paid the
uaranteed dividend Of per cent pei. annuTn,
tter which there shall be set aside from the
arnIngS OF the company sum sffcient TO
ay the guaranteed dividend of per cent per
nnum for period of two years; following
which the preferred stocs shall participate in
ny further earnings to the extent of 2S per
ent Of the total amount of the dividends to
'e declared on the common stock.
1t Is provided that no mortgage shall be
laced upon the plant without the affirmative
'ote or consent of a majority of directors
epresenting the preferred stock
This corporation shall commence business as
oon as 5000 of its capital stock shall have
,een subscribed for.
Article IV-All the corporate powers of this
corporation shall be vested in and exercised
~ a board of directors, composed of not less
han seven nor more than eleven stockholders,
II the discretion of the board of directors.
{ said board shall consist of sen, FIVE of the
directors shall be elected by the holders Of
common stock and two by holders of pre-
erred stock. If It shall consist OF nine di-
-ectors, six shall be elected by the holders
If common stock and three by holders of pre-
'errcd stock If it shall consist Of eleven
directors, seven shall be elected by holders
lf common stock and four by holders of pre-
Ierred stock. A majority of the board shall
quorum at the transaction of all
business.
The board of directors shall be vested with
full power and authority to make all con-
tracts, purchases and sales, and adopt all by
laws, rules and regulations for the govern
nent of the business and affairs of the COM
oany. and alter, amend and change same at
pleasure; appoint, hire and discharge all Off
,erS, agents and employees, fix all salaries
and generally do and perform all things nee.
eSsary in the transaction of the business and
in said board shall be filled by
the remaining directors for the unexpired
term of the board.
The first board of directors of this corpora
ton shall consist of James ii. Dvett, {. r.
Urquhart, Francis Bowers, H.. NJ. Dvett,
barre. with the said James II. Dvett as presi
lent; Francis Bowers, as vice-president; J.
7. Carter, Jr, as secretary, and Lionel NJ.
Ricau. as treasurer, who shall hold their of
ices until the annual meeting in 1915, or until
heir successors are dly elected and qualified
On the second Tuesday after the first Mon
lay in January, 1915, and annually there
after, an election for directors shall be held
At the office of the company under the super
vision of three commits sioners, to be appointed
~ the president, and the directors then elect
ID shall take their seats Immediately, and
hall hold office until their successors are
iuly elected and qualified. Each board shall
,lect its own officers, which shall consist of
president, a vice president, a secretary and
treasurer.