The herald., 1918-08-15
CHARTERS.

ltO name ana appoint Snch officers,
lerS, directors, agents, and other employees
as the interest of said corporation may
require, and TO suspend or remove same
lat the pleasure of said Board, and to cs-
tahlish such bylaws. rules and regulations
las may be necessary and proper, and the
same to alter. amend or abolish at pleas
ure. and TO generally do and perform all
such acts as may be proper and neces-
Sary 10 carry out and execute the pur-
poses of this corporation.
Article 1.-THE domicile of this corpor-
.atiOn shall be in the City of New Or
leans. State of Louisiana. but il may eS-
tahliSh and operate factories, Offices. and
agencies. whatever IL may deem advisable
All citations and other legal processes
shall he served on the President of this
Corporation, or. in the event of his alb
agnce. or inability TO act, then upon the
Vice President.
for which this corporation is organized,
and the nature of the business TO b. car
ricd on 10y it. are hereby declared to be:
The general turpeutine and lumber bust
ness in all its various branches. and TO
that end. to manufacture, purchase and
sell. turpentine. pitch, tar. rO>in. and nav
al stores. TO acquire. own, construct. and
Operate turpentine stills. saw mills, plan
ing mills. dryers. and all machinery and
appliances necessary in connection with
the operation of said business and to
manufacture and sell any products Of
wood. such a. sash doors blinds trim
min@S. boxes, furniture and other articles
of wood. and its various by-prOducts. And
furthermore To own and operate in cOnncc-
ton with said business. tram roads. log
ElnE roads. sailing vessels. steam vessels,
and other water craft necessary for the
transportation of its materials and pro
ducts and also DO mercantile business.
Article lN.-The capital stock of this
corporation Is hereby fixed nj nifty thou
sand dollars $50 100000 divided into and
represented by iiNe hundred (JnO shares
of one hundred dollars CSlOOOOD each,
which said stock shall be- paid for in cash.
.or may b" issued at par in payments for
property actually purchased. or services
actually rendered to this corporation.
which said stock shall he full paid and
non aSScSSablr.
This corporation shall be authorized to
commence business ana be a going con
Germ as soon as ten thousand dollars $50
100000 of its capital stock i subscribed
and paid for, as above provided.
The shares Of this stock shall be trans
fPrable only on the books of this corpora
ton, and no transfer of stock shall be
binding or have any effect upon this cor
pOraiion. unless, and until made upon its
books; and u prior lien on any shares of
stock shall be retained by this company
on the stock of any shareholder for any
Indebtedness, secured or unsecured. how
ever evidenced or created. due at any time
to the company by the holder of said
stock. and all transfers of stock shall be
made subject to these conditions.
Article N.-Al the corporate powers of
this corporation shall be vested in and
exercised by board of five 90 direct
orS. who shall each he Il stakeholder in this
corporation. Il majority of whom shall
constitute quorum for the transaction
of all business, and majority vote at
any meeting shall decide all questions
voted upon.
Said Directors shall be elected annually
from the stockholders, on the first Tuesday
of April of each year. after due notice
of said meeting shall have been given to
each stakeholder. sent by mail to his last
known address. ten NO) days prior to the
holding of said election, which said notice
or any other notice required by this char
ter may be waived in writing.
At said election and at all other meet
ingS of the stockholders the vote shall be
by ballot, and each share of stock shall
be entitled to one vote to be cast by the
owner in person or by written proxy. The
ma jOrity of stock. voted ut any StOCkhold-
erS' meeting, shall decide all questions
voted upon, except as otherwise provided
Within one % week from their election
as above provided for, the Board of hi
rectOrs shall elect from among their MEM
bers President and a Vice President;
they shall also elect a Secretary Treasur
er, who may or may not be a member of
the Board or stakeholder, at the dis
erection of the members of the Board.
All the said officers and directors shall
hold their respective Offices for a period
of one CD year from the date of their
election, or until their successors are duly
elected.
The term of the first Board of Directors
and officers herein named, shall expire on
the first Tuesday In April, 1908 until
their successors are duly elected as here
in provided for, but the failure to hold
Ian annual election or to elect the officers,
as above provided for, shall not result in
the dissolution of this corporation, but the
then Board of Directors and Officers shall
hold their respective offices until their
successors are duly elected.
Any vacancies occurring on said Board
of Directors, shall be filled by the remain
ing members of said Board for the uneN-
pired term, at a meeting called for that
purpose. after ten (l0l days prior notice
in writing. sent by mail to said directors
at their last known addresses, and If
the said Board fails to elect Mt said meet
ing then the election shall be made by the
stockholders at a special meeting called
for that purpose i'll the manner herein
provided for the election of Directors.
The said Board of Directors shall have
the power to make all bylaws rules, and
regulations for the proper management
and conduct of the affairs of this corpora
tiOn and to change, alter, amend, or abOl-
ish the same at pleasure and shall have
and exercise all the powers conferred by
law on this corporation, and as set forth
in this charter.
The said Board of Directors may also
delegate any of said powers i'll the trans
action of the business of this corporation
to committees of their own body, or to
the officers and agents of this corporation.
All the employees OF tnlS corporation,
except the Offices of President and Vice
President shall be considered as employed
by the month unless otherwise contracted
for in writing.
The first Board of Directors of this
corporation is hereby declared to be: W.
Il. Chilean of this city. L. \. McKOy of
this city, Anthony Wizard, Jr., of this city,
George W. Collier of State of Texas, and
W. +. Payne of the State of Texas, with
the said W. Il. Chilean as President, the
said L. \. McKOy as Eice-President. and
the said W. +. Payne as Secretary Treas
urer, who shall hold their respective Of
fees until their successors are duly elect
ed and provided for.
1t shall be the duty of the President of
this corporation, or in the event of his
inability TO act. then the Vice-President,
to call a special meeting of the Board of
Directors of the stockholders on writ
ten request to that effect signed by two
or more directors, or upon the written re-
quest of ten per cent of the stock issued.
Article VI.-This corporation may be
dissolved by vote of three-fOurths of the
capital stock thereof. at a general meet
ing convened for that purpose in the man.
ner above provided, for the calling of the
meetings held annually for the election of
Board of Directors, except that in that
event a notice in writing shall be sent ia
each stakeholder thirty days prior to said
meeting at his last known address.
Whenever this corporation is dissolved
either by limitation or otherwise, its af-
| fairs shall be liquidated by three liquid
ating commissioners to be elected at such
general meeting, and in the case of death,
resignation or inability to act, of any OF
the said commissioners, the surviving COM
! missioner or commissioners shall appoint
a successor, and together they shall con-
time the liquidation to its termination.
l.. H.. NnW,E