The herald., 1915-05-13

NTN t"NTVTVI oHdTI hot be vested in tha
holders OF the preferred stock, on accorn, of
the failure or inability of this Corporation -
pay such dividend in each and every yes~
and the holders of such preferred stock in
diVlonally or collectively shall be absolutely
DaI'eu Shd Prohioited from any such proceed.
ins' anu shall nave no cause or right of ac-
ton to institute or prosecute anv su;t ~
action whatever against this corporation on
account OF such failure or inability In
the ADVENT OF the dissolution of this corpora.
'lon iI any reason whatever, the preferred
stock shall be redeemed at mar with .cc-.oi
dividends of seven per cent ~ nsr Siu u
annum before the common stock shall he en-.
uted 10 participate in the distribution of the
assets OF the corporation. The common stool
Shali then be redeemed at par, and anv re.
naming assets OF the corporation shall then
be distributed prorata to all of the outs,and.
ing stock.
Article Nl.-The capital stock of this COR.
poratlon shall be paid for in cash at such
times and IN such amounts and after such
notices to the subscribers as may be fixed
by the board OF directors, except that in
payment for the subscription To two ,bo,,
sand. five hundred 25OO) shares of the nre.
ierred 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
NlA' AANlA lUtFOD CON-
tanned, situated in the Fourth Ward of the
Parish of West Feliciana, State of Louisiana.
lying west of Laurel Hill Station on the
fazoo q Mississippi Valley Railroad. con.
tanning iour thousand, one hundred and thirty
four C4lS4) acres, and being partly in Town.
ship ! South Range 2 West, and partly in
Township ! South, Range 3 West of Helen,
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 bv lands
of Morris Rothschild and Mrs. III. b PERL.
ms, known as the Fairview plantation. East
by Woodville and Bayou Sara Public road
a part of the Rose Mound plantation. Ms
l.. +. Argue and Evans, South by Hamil-
ton estate, David Taylor and estate of ]. F.
Roberts, ST., and West by Big Bayou Sara
creek and Cheerful valley land of Morris
Rothschlld. Said portion of land being
shown and included within the red ink lines
on the attached blueprint of a map of said
property made by w. Il. Smith, Civil Engi.
neer, under date of April 10, 1913 and pa.
raphed "NeVarietur" by me. notary for iden-
tltication, 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 one hundred and seventy-six
thousand Gl76,mO.OO dollars and for which
property this corporation is to pay in addition
TO the twenty-five thousand dollars (S25,-
OOO.OO of preferred stock and ffty-one thou
sand dollars. CS5l,OOO:OO of common stock here
above mentioned, the sum of fifty thousand
dollars SJO,OOOOO in cash and fifty thousand
dollars (S50.0O0O0 par value of the bonds of
this corporation secured by first mortgage
upon its property.
100000 cubic yards of gravel valued at
SC per cubic yard: 100000 cubic yards of
brick clay valued at SC per cubic yard; 30
0O,0O feet of mixed hardwoods valued at 500
49, M
ton valued at 5000 per acre; $500 acres of
land uncultivated, valued at $1,000 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 $1,000 each; all
of which is to be transferred to this company
for the consideration of one hundred and
seventy-siN thousand dollars Gl76,000O) as
above set forth.
ARTICLE VII-The business of this cor
p~oration 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 CD nor more
than seven Cd directors, to be elected from
among its stockholders; and a majority of
the directors at any time in office either
present IN person or represented by proxy
shall constitute a quorum. The first board
posed of William f. Williams, whose postof-
fee address is 3l9 Hibernia Bank Building,
New Orleans. La; John Edwin Hart, whose
postofhice address is 3SS s. Clark Street, New
A.f e"N AoAys lNCS
postoffiice address is l55 Baronne Street, New
Orleans, La, with William F.. Williams as
President, DIR: 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 stockholders
for the election of directors or until their sue
cessors are elected and qualified; and said
board of directors shall have the power to
increase the membership of said board at
any time to a number not exceeding seven
% and shall have the right to elect from the
stockholders of this corporation said addi-
ARTICLE-VIII-On the second Monday in
April, 1916, and annually thereafter on the
second Monday in April in each year, a
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 in
office, and If there be not as many as seven
then in office, shall have the right
of electing additional directors SO long as
the full number of directors elected does not
exceed seven. A failure from any cause
to hold the annual meeting OF
stockholders, or the failure to elect directors
thereat, shall not dissolve this corporation,
but the directors and officers then in Office
shall remain in office until their successors
shall have been respectively duly chosen,
elected, qualified and installed.
ARTICLE IX-The board of directors shall
have the power to name an executive commit
tee with such membership as 1t may deter
mine, which executive committee shall, IN
the interim between the meetings of the board
of directors exercise all the powers vested IN
and exercised by said board of directors.
ARTICLE X-This charter may be amended,
and the capital stock of this corporation may
be increased or decreased, or this corporation
may be dissolved in the method and manner
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 sub
scribed, nor shall any mere IN
organization have the effect of rendering this
charter null or exposing a stockholder TO
any liability other than as above provided.
Thus done and passed in my office at the
City of New Orleans, Louisiana, on the day,
month and year herein first above written,
in the presence of Irving X. Saal, and Cheri
A. Miranne, Jr, competent witnesses, who
sign their names with said appear
ers and me, notary, after due reading OF the
whole. Original signed w. F. Williams,
5l9 Hibernia, (S2S,OOO twenty-five hundred
preferred, S53,0OO hfty-three hundred common;
DIR. Armand Mary, l55 Baronne, $1,000 one
hundred shares, common; ]. 4. Hart, 1888 ).
Clark, ($l,OOO) one hundred common; w. ID.
(by w. +. Williams,D Donaldson
Vile, La, Sl,0OO one hundred common. Wit
nesses: /. X. Saal and C.. A.. Miranne, Jr.
George NJ. Barnett, Notary Public.
/, the undersigned Deputy Recorder OF
in and for the Parish OF Orleans,
State of Louisiana, do hereby certify that
the above and foregoing act OF incorporation
of Good Roads Gravel Company, incorporated,
was this day duly recorded in my office IN
book llS, folio =, New Orleans, La, April