The herald., 1915-07-15
CHARTER
OF "ROSELAED GRAVEL COMPANY,
INC"

United States OF America, State of Louisiana,
City OF New Orleans.
BE II known, that on this sixth day OF
the month OF July, in the year one thousand
nine hundred and fifteen, before me, FeliN
]. Dreyfous, a notary public, duly commis.
stoned and sworn in and for the parish OF
Orleans and city of New Orleans, therein
residing, personally appeared the persons
whose names are hereunto subscribed, VINO
declared that availing themselves OF the pro-
visions OF the laws OF this state IN Such
cases made and provided relating TO the or
ganization of corporations, and more partc-
ularly Act 267 OF the General Assembly OF
louisiana approved July 9, 1914, they have
coyenanted and agreed and do, by these pres
ents, covenant and agree, bind, form and con-
stitute themselves, as well as such persons
as may hereafter join or become associated
with them, into a corporation and body pol.
itIc in law for the objects and purposes ana
under the agreements and supulations fol
lowing, tO-wIt:
Article 1.-The name and style of this cor
poratiou shall be: "Roseand Gravel Company,
Inc" and under that name II shall have and
enjoy all the rights, advantages and PRIV
| leges granted 10y law to corporations, and
| shall continue and subsist for the period OF
ninety-ninc years from the date of this act.
| Its domicile shall be in the city OF New
| Orleans.
| Article II.-This corporation is organized
| for the purpose OF producing, buying, selling
| dealing and operating in building and paving
material in Louisiana and elsewhere and TO
lease, own and operate beds, deposits and
| lands containing the same, and TO enter into
| engagements, obligations OF undertakings, and
| TO make and do any and all things necessary
| or proper in connection with the principal
| object aforesaid; and to engage in any other
! business enterprise which might be ger
name to, or connected with, the purposes above
| stated.
| Article III.-The amount of the capital stock
shall be six thousand $4,000 dollars, d..
| vided into sixty too) shares OF one hundred
| $4,000 dollars each, which have been en-
tirely subscribed and paid for IN cash by the
| appearers. The whole OF said stock is COM
mon stock Of equal dignity and power. Said
canlial may be, increased to one hundred
upon neutrality-suspicious. and under con.
tract and agreeIaent In the nature OF vested
| rights that all such stock is so held and Dos.
sessed subject Il the rules and provisions for
the transfer OF same hereinafter set out, to-
| wit:
FIRST: No sale or other transfer of shares
| OIL stock IN this corporation shall be valid un.
III ana unless the opportunity has been first
afforded the shareholders of record at the date
OF such transfer, sale other alienation 10
puI'ndSe suCh stock at book value plus twenty
I'VE per cent, the value to be ascertained in
the manner herein prescribed The right 10
acquire said stock hereby first vested in the
other stockholders Of record shall follow the
500 y INTO any hands to which 1t may pass
and may be exercised against the holders
| theTeot within ninety days from the time anv
sale or transfer thereof has been Offered ~
be entered on the books of the corporation.
1t shall be the duty of any holder of stock
III thls corporation who intends or desire TO
sen, transfer, ALLEVIATE or otherwise dispose
| OF the same, to give ten DAYS written NOTICE
OF such intention desire to the board of
directors OF the corporation, who are hereby
| constituted agents of the other stockholders
| ior the purpose OF such notice, and said board
OF directors shall give immediate informa-
| non thereof, III writing to all the other stock
| holders OF record. Before the expiration of the
zen Jays from the receipt of said notice by
| lhe Doard OF directors, any shareholder Of
| record may offer to purchase and NAV acouire
| the Ilght to purchase said stock by notifying
| the board OF directors in writing and tbere
alter snail deposit the price of said stock in
Sdsu WIN the corporation on or before the
| expiration OF eighty days from the last men
| toned date. -Ae"
Upon the receipt OF the first mentioned mo-
tice, the board of directors shall advise the
person owning said stock, his agent or repre-.
sentative, to join the said board in Tying
the value OF said stock, which yalue sbsU lie
| established on the basis of the last animal
or semi annual statement or report Of tn
corporation and the last monthly trial bal
ance preceding the date of such notice "a
10 the value thus found and established there
shaI De added twenty-five per cent and The
sum thus found and established shall Co.
s'itute the value and price of said stock.
III within the twenty-four hours after sucb
does not join with the board in estabIisbinS
the price or value of the stock. the hoard
may proceed without further delay 10 6x tbe
sald value, using the report and trial balance
gu Saq l9r that purpose, which writings
are declared to be conclusive evidence g.
ana .againts all parties in interest in the
premises. whether the value is established
Oy the JOINT act of the owner, his agent
S %tuoT' heiis or representatives or by the
BOARD OF directors acting in default of the
cooperation OF said person or persons.
Cpon receipt OF the offer or accordance of
any shareholder TO purchase said stock and
IPoh obtaining guarantee satisfactory to said
ooatu ioT the price thereof, the board of d.
Iectors shall thereupon give notice thereof 70 |
the owner Of the stock his agent or ren-eD
sentative, and before the expiration Of FL. |
period OF eighty days aforesaid, shall call in
..e eeruhcate or certificates representing such
to the purchaser WI ''ie 0ooAS
second: The preference, option and right of
purchase heretofore vested by paragraph FIRST
IN the other shareholders shall exist in Eli
I9rce and effect in their favor to acquire -.
sndreS OF stock of a deceased Stakeholder
ana the tormalities and course of procedure
' tne terms, conditions, stipulations and DELAYS
neIS,haoove established in said paragranb !
shall apply in all respects TO the nrocsdprs
70 De followed in case of death. Immediateiv
upon receipt of information of the de.tb -
any shareholder, 1t shall be the duty of the
N'ANStOiS 10 cause the necessary |
to be taken to carry out and enforce these uIp
visions. iNe liese pro-
D,, rnIrd. The preference, option and right of
purchase, hereinabove established shalt ,,,n
N favor of each shareholder of record for
l lIs vlrlie share IN proportion to his existing
lo,9Ings IN the stock, but should any shares
-oIIeI ran 10 exercise his right in this re |
gard, his right shall pass to and be absorhsd
~ tne other shareholders, provided that the
'w 'r' ms widow, heirs or legal representa-.
ives, as the case NAV he sbalI - "a !
'2hged to deliver said stock unless ,Se
'neIs 70 purchase the same shall include and
over tne entirety of the offerings under
paragraph second. unoer
Fourth: All certificates of stock shall hear :
lpon thelr face brief reference to the rights
rs. e s'oeknoio- | ;
Article Iv.-All the corporate powers shall,
s vested IN and exercised by a board of
directors composed of three stockholders ~.
naJorlty OF whom shall constitute a oi,or,,n e.,
Or the transaction of all business. The hoard