The herald., 1915-06-10

Oh tne net profits OF each year The riSbt
TO dissolve this corporation or to have
receiver therefor shall not be vested in III.
noioeIs Oh the preferred stock. on account OF
.ne lalluie or inability OF this corporation TO
pay such dividend in each and every veaT
ana the holders of such preferred stock in
diVldually or collectively shall be ABSOLUTELY
barred and prohibited from any such proceed.
Hs' Gnu sndiI nave no cause OF right of &C
tloh 10 institute or prosecute any suit or
action whatever against this corporation M
account OF such failure or inability In
the advent OF the dissolution of this CORPORA.
lon IoI any reason whatever, the preferred
stock shall be redeemed at par with accrued
ulVoenoS OF seven per cent. q Der cent? per
annum before the common stock shall h. ~
titled to participate in the distribution of the
assets OF the corporation. The common stock
snail then be redeemed at par, and any re.
naming assets of the corporation shall then
be distributed pTorata 70 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 Tor the subscription 10 two thou
sand, five hundred $500 shares of the prc.
ferred stock of this corporation and five
thousand, one hundred (5lOO shares Of The
common stock of this corporation, this cor
poratlon may receive and take title 10 the
SOIio"lHB ucSCrlDcQ property:
A certain portion of land together with all
the live stock or 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 (4l34) acres, and being partly in Town.
ship South Range West, and partly 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 follows: North by lands
of Morris Rothschild and Mrs. II. B. Perk-
ms, known as the Fairview plantation, East
by Woodville and Bayou Sara Public road,
part of the Rose Mound plantation, Mrs
l.. E. Argue and Evans, South by Hamil-
ton estate, David Taylor and estate of J. F.
Roberts, ST., and West by Big Bayou Sara
creek and Cheerful valley land of Morris
Rothschild. 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 B. Smith, Civil Engi-
neer, under date of April Is, 1913 and pa
raphed "NeVarietur" by me, notary for iden.
tification, 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-sx
thousand (sl76,OOOOO) dollars and for which
property this corporation is TO pay in addition
to the twenty-five thousand dollars (s2S,-
0OO0O) Of preferred stock and ffty-one thou
sand dollars ISL OOO0) Of common stock here
above mentioned the sum of fifty thousand
dollars (SSO,OOOOO) in cash and fifty thousand
dollars (SS0,0O0OO) par value of the bonds of
this corporation secured by first mortgage
The above described property contains
100000 cubic yards of gravel valued at
SC per cubic yard; 100000 cubic yards of
h~.1l Il, <, -.
100000 feet of mixed hardwoods valued at s. 90
per thousand; 1900 acres OF land in cultiva-
ton valued at 5000 per acre; $500 acres of
land uncultivated, valued at 5000 per acre T;
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-SiX thousand dollars 100000 as
| above set forth.
|, 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 81 nor more
than seven % directors, to be elected from
among its stockholders; and a majority of
the directors at any time IN othice either
present i'll person or represented by proxy
shall constitute a quorum. The FIRST board
of directors of this corporation shall be com
posed of William F. Williams, whose postof-
nee address is 3l9 Hibernia Bank Building,
New Orleans, La; John Edwin Hart, whose
postofiice address is 338 s. Clark Street, New
Orleans, La, and Dr. Armand Mary, whose
postoffice address is is 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 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
/ Aanr
| az and shall have the right to elect from the
stockholders of this corporation said addi-
| tional directors.
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
directors 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 amy cause Sc
| 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 IL
| 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
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 unpaic
| balance on the stock for which he mas SUP
| scribed, nor shall any mere informality II
organization have the effect OF rendering TIN:
charter null or exposing a stoekhoioer u
| any liability other than as above PROVIDED
| Thus done and passed in my ONCE at th'
| City of New Orleans, louisiana, on the DAY
| month and year herein first above written
| in the presence of Irving X. Saal, and Cher
| A. Miranne, Jr., competent witnesses, ~n'
| hereunto sign their names with said appear
| ers and me, notary, after due reading OF thu
whole. Original signe0 w. +. Williams
3l9 Hibernia, C$2500O twenty-five hundred
preferred, (S53,0O0) hfty-three hundred common
Dir. Armand Mary, lSS Baronne, l,ool on,
hundred shares, common; j. Z. mart , so =
Clark, $1,000 one hundred common; w; u
Williams. (by w. F. Williams,) Donaldson
VILE, La, $1,000 one hundred common. WIT
nesses: l. K. Saal and Z. A Miranne, u
George NJ Barnett, Notary Public.
/. the undersigned Deputy Recorder
MORTGAGES in and for the Parish OF Orleans
State of Louisiana, do hereby certify ina
the above and foregoing act of incorporate,
of Good Roads Gravel Company, incorporated