The herald., 1915-05-20

S'Ose nis corporation or to have a
receiver therefor shall not be vested in the
holders of the preferred stock. ON accom-, 80
the failure or inability of this corporation 70
pay such dividend in each and everv 49,
and the holders of such preferred stock in.
diViduaily or collectively shall be absolutely
barred and prohibited from any such proceed.
ing, and shall have no cause or Tiobf % ~
tlon TO institute prosecute any suit or
action whatever against this corporation on
account of such failure or inability. In
the advent OF the dissolution of this CORPORA
tlon for any reason whatever, the preferred
STOCK shall be redeemed at par with accrued
dividends of seven per cent q per cent? ne
ahnum before the common stock shall be en-
Titled to participate in the distribution of the
assets OF the corporation. The common stock
shaii then be redeemed at par, and any re-
naming assets of the corporation shall then
De distributed prorata to all of the outstand-
ing stock.
Article Vl.-The capital stock of this cor.
poration shall be paid for in cash at such
times and in such amounts and after such
notices to the subscribers as NAV be fixed
by the board of directors, except that in
payment for the subscription to two thou
sand, five hundred $500 shares of the pre.
terred stock of this corporation and five
thousand, one hundred (5lOO shares of the
common stock of this corporation, this cor
poration may receive and take title 10 the
following described property:
A certain portion of land together with all
the live stock improvements theron con-
tanned, situated in the Fourth Ward of the
Parish OF West Feliciana, State of Louisiana.
lying west of Laurel Hill Station on the
iazoo & Mississippi Valley Railroad, con-
tanning four thousand, one hundred and thirty
four (4l3D acres, and being partly in Town
ship South Range West and partlv in
Township South, Range West of Helena
Meridian, which portion of land is COM
posed of the following named tracts: The
Halle tract, Draughan tract, Locust Hill
tract, Fox Field tract, Estis tract Wicker
tract and part of the Rose Mound tract.
and is bounded as follows North by lands
of Morris Rothschild and Mrs H. B. Perk.
ms, known as the Farview plantation East
by Woodville and Bayou Sara Public road.
part of the Rose Mound plantation, Mrs
l.. +. Argue and Evans, South by Haml-
ton estate, David Taylor and estate of ]. F.
Roberts, ST., and West by Big Bayou Sara
creek and Cheerful valley land of Morris
Rothschid Said portion of land being
shown and included within the red ink lines
on the attached blueprint of map of said
property made by w. b. Smith, Civil Engi-
neer, under date OF April 10. 1913 and pa
raphed 'NeVarietur" by me. notary for iden.
| LITIGATION, which porperty has been appraised
by the parties hereinafter named as the first
board of directors of this corporation as hav-
ing a value of hundred and seventy-six
thousand (Sl76,0OO00) dollars and for which
property this corporation is to pay in addition
to the twenty-five thousand dollars (S25-
10000 of preferred stock and fifty-one thou
sand dollars CSSl 100000 of common stock here
above mentioned, the sum of fifty thousand
dollars C$5000O.OO in cash and fifty thousand
dollars (S50OO00) par value of the bonds of
this corporation secured by first mortgage
upon its property.
The above described property contains
| 100000 cubic yards of gravel valued at
SC per cubic yard; 100000 cubic yards OF
brick clay valued at SC per cubic yard; 30
l. ~
per thousand; 200 acres of land in cultiva-
ton valued at 5000 per acre; $500 acres OF
land uncultivated, valued at 5000 per acre
| 100 head of Devon cattle valued at 5000 per
head; IS cabins and outhouses valued at $1,000
each and II horses valued at $4,000 each; all
of which is to be transferred to this company
| for the consideration of one hundred and
| seventy-six thousand dollars (Sl76,O0O.O0 as
above set forth.
l. ARTICLE VII-The business of this cor
poration shall be managed, and all the cor
porate powers thereof, except as hereinafter
| stated, shall be vested in and exercised by a
board of not less than three 90 nor more
than seven CD directors, to be elected from
| among its stockholders; and majority OF
| the directors at any time in office either
present in person or represented by proxy
| shall constitute a quorum. The FIRST board
of directors of this corporation shall be COM
posed of William T. Williams, whose postof.
fee address is 3l9 Hibernia Bank Building
New Orleans, La; John Edwin Hart, whose
Orleans, La, and DR.. Armand Mary, whose
| postoffice address is l55 Baronne Street. New
Orleans, La, with William F. Williams as
President Dr. Armand Mary as Vice-Presi.
dent, and John Edwin Hart as Secretary
| Treasurer. Said board of directors shall serve
until the first annual meeting of stakeholder:
for the election of directors or until their sue
cessors are elected and qualified; and said
board of directors shall have the power tc
| increase the membership of said board al
any time to number not exceeding sever
| % and shall have the right to elect from the
stockholders of this corporation said add
| tional directors.
ARTICLE-VIII-On the second Monday il
| April, 1916, and annually thereafter on the
second Monday in April IN each year,
meeting of the stockholders of this corpora
| ton shall be held at its domicile for the pur
| pose OF electing directors for the ensuing year
and at such meetings the stockholders shall
have the right of cumulative voting IN the
| election of directors and shall have the right
of electing the number of directors then IT
office, and if there be not as many as sever
| directors then in office, shall have the righ
of electing additional directors so long a:
the full number of directors elected does moi
| exceed seven. A failure from any cause
whatsoever to hold the annual meeting OF
stockholders, or the failure to elect director:
/ thereat, shall not dissolve this corporation
| but the directors and officers then IN Office
shall remain in office until their successor:
shall have been respectively duly CHOSEN
| elected, qualified and installed.
have the power to name an executive commit
| tee with such membership as 1t may deter
| miue which executive committee shall, II
| the interim between the meetings OF the boarC
| of directors exercise all the powers vested II
and exercised by said board of directors.
| ARTICLE X-This charter may be amended
| and the capital stock of this corporation ma,
be increased or decreased, or this corporation
may be dissolved in the method and manne
provided by law.
| ARTICLE XI-No stakeholder of this cor
poration shall ever be held liable or respon
| sible for the contracts or faults OF this cor
| poration in any further sum than the UNPAID
| balance on the stock for which he has SUP
| scribed, nor shall any mere intormality II
| Organization have the effect of rendering thu
| charter null exposing a stockhoider u
| any liability other than as above provided
| Thus done and passed in my office at TIT
| City of New Orleans, louisiana, on the day
| month and year herein first above written
in the presence of Irving r. Sasl, and Cher
| A Miranne, Jr, competent witnesses, wh
| hereunto sign their names with said appear
| ers and me, notary, after due reading OF I'M
| whole Original signed W. +. Williams
| 3l9 Hibernia, G25,000 twenty-five hundred
| preferred, (SS3OO0) fifty-three hundred common
! DIR. Armand Mary, lSS Baronne, $1,000 on
hundred shares, common; +. Hart, SSS ,
| Clark, $1,000 one hundred common; w;
| Williams, (by w. +. Williams,) Donaldson
vile, La, $1,000 one hundred common. Wit
nesses: /. X. Saal and c. A. Miranne, u
George M. Barnett, Notary Public.
| /, the undersigned Deputy Recorder o
Mortgages in and for the Parish of Orleans
State of Louisiana, do hereby certify tina
| the above and foregoing act OF incorporate,
| of Good Roads Gravel Company, incorporated
was this day duly recorded in my office. II