The herald., 1914-07-23
CERTIFICATIoN OF INCORPORATION
OF TIE NEW ORLEANS SILICA BRICF
COMPANY

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and fourteen, before me, Scott l.. Beer, a
notary public, m and for the parish of Or
leans, state OF Louisiana, duly commits roucd
and quallhcd, and III the presence OF the wit
ucsses hereinafter named and undersigned.
personally came and appeared the persons
whose names are hCTcuutO subscribed, ali
above the iuIl axe Of majority, who ScvrTaily
declared that, ayalIug themselves UI the pro-
Visions OF the laws Of the state relative to
the orsduIzatIon 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 Tor the objects and
purposes and under the stipulatODs and agree
WCuts hereinafter set forth and cxprcs syd
which they hereby adopt their charter
AruCie The name and title vi the cor
pOration hereby formed Is declared 10 be NEW
ORLEANS SILICA BRICK COMPANY.
Its domlcIle shall be IN the city of New
Orleans, state OF Louisiana, and II shall have
and ENJOY succession Dy ITS corporate name
for a period OF Unety,LIne years from and
after the date hereof
This corporation shall nave the poWer and
authority to contract, and be sued IN its
corporate name; TO make and use a corporate
seal; to hold, receive, hire and purchase real
and personal property, and TO sell, mortgage,
OF 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
event OF his absence or inability to act from
any cause. the same shall be served upon the
vIce-presldent OF secretary
Article 1.-The objects and purposes for
which thus corporation IS organized and the
nature OF the business TO be carried on 10y II
are hereby declared to be:
FIrSt-Ihc purchase, manufacture, coustruc-
| ton and sale OF all kinds OF building supplies,
materials and structures, particularly the man
UidCturc OF sdnd-Imc 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
! Of concrete building blocks, stones, tiliur,
| poles. sidewalks, shingles and other articles
for building, and ornamental purposes that
may be made OF concrete. and also for the
| erection OF buildings, tImbstones and mauso-
| leums
Second-To purchase and own the rights to
| use patented processes. machinery, forms and
| devices Tor the manutacture Of bricks build
| ing blocks, tile and other building materials,
| as may from time to time be deemed advis-
able in the conduct Of the business.
| IhIrd-To own and operate sand banks and
| sand bars. gravel pits and gravel bars, to-
| gether with the necessary machinery appli-
anccs, boats, tugs, barges, steamboats, and
| other transportation facIlItIcS
| Fourth-Io purchase and dispose OF business
| plants similar incident 10 the purposes
| for which this corporation is rogani1cd. To
act as agent for the purchase and sale OF any
| or all OF the articles herclnbefore described
Or similar thereto.
Fifth-To do any and all other things neccs-
SaTy for 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 OF the United States of America
Article III.-The capital stock Of this cor
| poratIon Is hereby fixed at the sum Of $780,
There shall be 10000 shares Of common
| stock of the par value Of SO per share and
| lO,0O0 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 to the directors, who shall repre-
sent the said preferred stockholders the
| board OF directors hereinafter set forth.
The preferred stock, or any part thereof shall
| be subject to redemption at the option of the
| corporatlo AZ any time after the lst day OF
January 1920, at the price of $3.50 per share,
and the amount OF the dividends accumulated
and unpaid thereon at the date OF redemp-
tion; said redemption shall be made in such
| manner and in such proportion as the board
| of directors may determine. No dividend
! shall be paid TO holders OF common stock on
| that stock until there shall have been set
aside in the treasury from the earnings a
sum sufficient to pay the dividend of per
| years following any dividend period. Said
| fund set aside shall not be lent 10 the
| corporation or. used for any purpose .withou,
| the consent of the majority of the directors
| representing the preferred stockholders
The preferred stock shall first be paid the
guaranteed dividend of per cent per annum,
after which there shall be set aside from the
earnings OF the company sum sffcieHt TO
| pay the guaranteed dividend of per cent per
annum for period OF two years; following
which the preferred stoc< shall participate in
cent of the total amount of the dividends to
| be declared on the common stock.
| 1t IS provided that mortgage shall be
placed upon the plant without the affirmative
vote or consent Of majority, of directors
| representing the preferred stock.
| This corporation shall commence business as
soon as $500 of its capital stock shall have
4 been subscribed for.
Article IV.-All the corporate powers of this
corporation shall be vested in and exercised
| by a board Of directors, composed of not less
than seven nor more than eleven stockholders
| at the discretion of the board of directors
1 IT 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-
| ferred stock. If it shall consist of nine di.
| reCtors, six shall be elected by the holders
| OF common stock and three by holders of pre-.
| ferred stock. If it shall consist of eleven
| directors, seven shall be elected by holders
of common stock and four by holders of pre-
ferred stock. A majority of the board shall
| constitute a 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.
| ment of the business and affairs of the COM
pany, and alter, amend and change same at
pleasure; appoint, hire and discharge all off.
GERS, agents and employees, fix all salaries
and generally do and perform all things nee.
| essary in the transaction of the business and
| the affairs Of the company. Any vacancy
| occurring 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.
| tion shall consist of James II. Dvett, {. r.
Urquhart, Francis Bowers, II. NJ. Dvett
Lionel NJ. Rlcau, J. F. Carter, Jr., {. +. La
| barre, with the said James II. Dvett as presi-
| dent; Francis Bowers, vce-president; ].
+. Carter, Jr., as secretary, and Lionel NJ
Ricau as treasurer, who shall hold their of.
| hces until the annual meeting in 1915, or until
| their successors are dly elected and qualified
On the second Tuesday after the first Mon
| day 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 commissioners, to be appointed
| by the president. and the directors then elec'-
| ed shall take their seats immediately and
| shall hold Office until their successors are
| duly elected and qualified. Each board shall
| elect its own officers, which shall consist OF
| a president, vlce-president, secretary and
| a treasurer
All corporate elections shall be bv ballot
| and majority of the VOTES cast shall elect
| and each entire share ~ stock shall be en-.
| titled to one vote, either in person or by
proxy.
| TO each stockholder by the secretary at least
ten days prior to election. by said notice
| being mailed to the stockhOlder addressed
| as stated in this subscription for stock until
a change in said address has been furnished
IN writing to the corporation by said stock.
holder.
Article N.-This act of Incorporation nav
| be changed. altered or modified, or this cor.
| porauOn dissolved, with the assent Of three.
| tourths OF the stock present or represented al
any general meeting of the stockholders con.
vened Tor that purpose after thirty DAYS
PRIOR notice OF such meeting shall have been
given by five publications Of such notice dur.
ing said period in one Of the daily news.
papers published in the city OF New Orleans;
and all proposed changes as may be made in