The herald., 1914-07-16
CERTIFIcATIoN OF INcoRPoRArIoN

]. F MEUNIER, Not. Pub.
! june IS . july , = 10 .
CERTIFIcATIoN OF incorporation
/ OF TIE NEW ORLEANS SILICA BRICK
COMPANY.
! State If louisiana Parish OF Orleans, City
Of New Orleans
! Be u known, That this 10Th day OF
| Jane, 30 the year one thousand mae hundred
| and fourteen before ne, Scott r. Beer, a
/ notary public. III and Tor the parish Of Or
/ leans. state Of Louisiana, duly comm >siuurd
! and qualified, and IN the presence % the Nj
! Uv,>cs hereinafter named and uudgi>iEHol,
/ personally came and appeared the persons
/ shgsc names are hcrelutJ subscribed, all
, above the full age oi majority, Who severai!y
/ declared that, ayalliug themselves Of the pro
| visions Of the laws Of the state relative t.
! the oIsaulzailou Of corpuratlgns, they nave
| formed and organized, and 10y these presents
! do form themselves, and OF those whom they
/ represent INTO and constitute q corporation
| and body polite IN law for the objects and
! purpose, and under the StIpulatious aud agree
rcuts hereinafter set forth and expressed
/ which they hereby adopt as their charter.
! Article The name and title Of the cor
| pulatiCu hereby formed Is declared to be NEW
/ ORLEANS SILICA BRICK COMPANY.
lis dumcilc shall be IN the city. Of New
' Orleans, state Of Louisiana. and II shall have
, and ENJOY succession by its corporate name
! i0r i period Of ulncty.diue years from and
| after the date hereof.
This corporation shall hayc the power and
! authority 20 contract, sue and be sued III IT'S
! 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 TO borrow mony and
issue bonds, notes and other obligations.
All citations or other legal process shall
be served upon the president. and. in the
any Cause. the same shall be served upon the
vice pre- sidcnt or secretary treasurer.
Article 1.-THE objects and purposes for
| which tins corporation IS organized and the
! ID d bp
are hereby declared to be:
EIrst-lhe purchase, manufacture, construc-
ton and sale OF all kinds Of building supplies,
materials and structures, particularly the man.
| uiaCture OF saud-llme or clay bricks, and
other articles for building purposes, and TO
make all kinds Of constructions that may be
made Of clay or sand lime; the manufacture
. ot concrete building blocks, stones, tIling,
poles. sidewalks shingles ard other articles
Tor building and ornamental purposes that
may be made Of concrete, and also for the
erection Of buildings, tCrbStones 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
as may from time to time be deemed advls
able in the conduct OF the business.
1hird-To own and operate sand banks and
sand bars, gravel pits and gravel bars, to
gether with the necessary machinery appli
anoes, boats, tugs, barges, steamboats, anc
! other transportation facilities.
Fourth-Io purchase and dispose Of business
plants similar or incident to the purpoSs.
for which this corporation is roganized. Ii
20 act agent for the purchase and sale Of any
or all OF the articles hereiubefore described
or similar thereto.
Fifth-To do any and all other things neces
sary for the conduct Of the business above
set forth. and provided -uch acts are not il
conflict with the laws Of the state OF Louisi
ana or of the United States of America.
D Article III.-The capital stock OF this cor
, poration IS hereby fixed at the sum OF $500,
O10 divided as follows:
' There shall be 1000 shares of common
E stock OF the par value OF $40 per share an'
! 10000 shares of preferred stock OF the pa
value of $40 per share.
! The preferred stockholders shall not be en-
titled to any voting power in the corporation
| except as to the directors, who shall repre-
sent the said preferred stockholders on The
| board Of directors as hereinafter set forth
The preferred stock, any part thereof shall
be subject TO redemption at the option of thu
corporatio az any time after the lst day O.
= January 1870 at the price OF $3.50 per share
| and the amount Of the dividends accumulated
and unpaid thereon at the date Of redemp
ton; said redemption shall be made in sucf
manner and in such proportion as the board
i OF directors may determine. No dividend
i shall be paid 10 holders Of common stock or
that stock until there shall have been Sc
aside in the treasury from the earnings
sum sufficient to pay the dividend Of 7 pc
+ on the preferred stock for a period Of two
, years following any dividend period SaiC
, fund set aside shall not be lent TO tn,
corporation or used for any purpose withou
| the consent OF the majority of the director:
representing the preferred stockholders.
The preferred stock shall first be paid the
I guaranteed dividend of per cent per annun
after which there shall be set aside from thu
, pay the guaranteed dividend Of per cent pc
annum for a period of two years; followin.
which the preferred stoc< shall participate il
] any further earnings to the extent of 25 pc
cent of the total amount of the dividends {,
be declared on the common stock.
Ii is provided that no mortgage shall bt
placed upon the plant without the affirmative,
vote or consent of a majority of director
representing the preferred stock.
This corporation shall commence business a
soon 5000 of its capital stock shall hav
: been subscribed for.
n Article IV.-All the corporate powers of thi
d corporation shall be vested in and exercise
S by board of directors, composed of not les
than seven nor more than eleven stockholders
z at the discretion of the board of directors
5 II said board shall consist of sen, FIVE of tn
n directors shal be elected by the holders .
y common stock and two by holders of pre-
/ ferred stock. If it shall consist of nine d
e rectors, six shall be elected by the holder
s Of common stock and three by holders of pre-
IS ferred stock If it shall consist of eleve
| directors, seven shall be elected by holder
II of common stock and four by holders of pre-
l. ferred stock. majority of the board sha
d constitute a quorum at the transaction OF a
| business.
}. The board of directors shall be vested wit
: full power and authority to make all cor
If tracts, purchases and sales, and adopt all by
a laws, rules and regulations tor the govern
= ment of the business and affairs OF the con
d pany. and alter, amend and change same
y pleasure: appoint, hire and discharge all off
e GERS, agents and employees, fix all salarie
II and generally do and perform all things net
J. essary in the transaction of the business an
l. the affairs Of the company. Any vacanc
n occurring in said board shall be filled b
10 the remaining directors for the unexpire
term of the board.
1t The first board Of directors of this corpor;
r tion shall consist of James II. Dyett, {.
'e Urauhart. Francis Bowers, II. NJ. Dvet
Lionel NJ. Ricau, J. F. Carter, Jr.. c. F. L;
of barre, with the said James II. Dvett as pres
i dent: Francis Bowers, vice-president;
n F. Carter, Jr., as secretary, and Lionel
Ricau as treasurer, who shall hold their o
le fees until the annual meeting in 1915, or unit
ID their successors are dly elected and qualihe
s. On the second Tuesday after the first Nor
A. day in January, 1915, and annually. Their
IT after, an election for directors shall be hel
y, at the office of the company under the supe
| vision of three commissioners, to be appointe
J. bv the president and the directors then elec
ed shall take their seats Immediately, an
shall hold office until their successors al
n duly elected and qualified Each board sha
l; elect its own officers, which shall consist
ID a president. a vice-president, secretary an
Id a treasurer.