The herald., 1918-04-18
CHARTER.

other lands. and to do and carry on a
general dredging and draining business,
ana for that purpose to own and operate
construction, dredging and draining
plants, consisting Of machinery, tools i'm
plemeutS, dredgr boats, ditching machin-
cry, Scows lighters. dcrricks, vessels. en-
glneS, cars, wagons and property of ey-
cry class and description convenient or
necessary thereto.
Section V. To carry on any other bust
ness which under the law il may be en-
titled TO carry on which may seem TO the
corporation to be calculated, directly or
Indirectly, to elcCtuate the aforesaid OBJ
JectS or either of them or to facilitate il
in the transaction of its aforesaid bust
ness or businesses, or any part thereof.
or in the transaction OF any other lawful
business that may be calculated, directly
or indirectly to enhance the value of or TO
render profitable any of the Company'S
properties and rights: and generally to
mold ana exercise all such incidental pow
erS ana privileges as relate TO the OBJ jectS
and purposes herein before set forth as
ma! De necessary, useful or convenient
LOT eHeCtuatlng said objects and purposes.
Article lN.-The authorized capital
| stOCh OF TINS corporation is hereby fixed
AT htteen thousand (Sl5,0OO) dollars, di-
Nlu'd INTO one hundred ana fifty t150D
shares OF the par value of one hundred
(SlOO) dollars each, all OF which shall be
common stock, and the same may be- is
sued Tor cash money, or ia payment of
property or services actually received by
or rendered to said corporation.
This corporation shall commence bust
ness and become IA going concern as soon
as htteen thousand dollars OF its capital
stock shall have been subscribed and paid
Tor; said stock shall be fully paid at the
llme OF It's Issuance and thereafter nom
The parties hereto declare that each
subscribed for the number or shares of
said capital stock set opposite their re-
Fifteen thousand (Sl5OOO) dollars, the
same to be paid for in cash or in prop
/ rrty or other chooses in action or notes
of the value satisfactory to the holders
The Board of Directors hereinafter Gre
Ated Is specially authorized TO dispose OF
| the stock for any and all OF the purposes
above stated, as in its Judgment may
seem falr and proper.
The capital stock of this corporation
may be increased or decreased, from time
TO time to any amount not exceeding one
Hundred Thousand Dollars in accordance
with the provision of the law appertain-
ing thereto.
Article y.--AIl the powers of this cor
poration shall be vested in and be exer-
clSed by board of directors composed
of not less than three nor more than five
stockholders, as the board OF directors
may from time to time determine to be
elected each year by the stockholders at
the annual meeting; each director shall
be bona fide stakeholder and the first
Hoard of Directors who shall serve until
the election to be held on the first Tues
DAY In February, 1919, and until their
successors are elected and qualified, with
their postoffice addresses, are as follows:
y. Il. DuSeHbury, New Orleans, La. l4S
shares. i: g.. Dusenbury, Miami, Fla.
l share. Mollie Captain, New Orleans
La, l share; with said 4. Il. Dusenbury,
as President and Treasurer, =. q. Dusen-
bury, as Vice President, and Molie Cap
Ian. as Secretary.
On the first Tuesday in February, 1919.
and annually thereafter, except when such
day shall fall on a legal holiday, then
upon the next following layday, the stock
holders shall elect a board OF directors
Tor the ensuing year, the board already
installed to continue to hold over until
their successors are elected and qualified.
The Board of Directors so elected shall
select from their own number the officers
OF the corporation, who shall be a Presi-
dent, a Vice President, and shall also elect
Secretary and n Treasurer, who may be
members of the Board or not, as the Di-
rectors may see fit and both of said Of
noes may be held by one and the same
person as Secretary Treasurer, as may be
determined by the Board or the office of
Treasurer may also be held by the Presi-
dent
The election of directors shall be by
ballot, ana the persons receiving the larg-
est number of votes shall be declared
elected. For electing directors or for any
other purposes, each share of stock,
whether present or by proxy, shall be en-
titled to one vote. A majority of the
votes cast shall be required to pass any
resolution or decide any question sub
mltted to the stockholders, except for the
alteration or amendment of this charter
or the dissolution of the corporation, as
hereinafter provided.
The said Board of Directors shall have
power and authority to make all neces-
sary rules and regulations for the man
agement, operation and control of the
business of the corporation, as well as to
make all necessary rules and bylaws,
with power to fill any vacancy occurring
IN their number or any vacancy occurring
among the officers of the corporation. A
majority of the directors voting at any
one time in person or by proxy, shall be
required to pass any resolution or adopt
any bylaws and which, when adopted
shall then be corporate acts.
Article VI.-NOtice of all meetings of
stockholders for electing directors, or for
hereinafter directed, shall be given in
writing by the Secretary, to be deposited
In the mails at least ten days before such
meeting. directed to each stakeholder at
MS last known address appearing upon
the books of the corporation, unless said
notice is waived in writing by all the
stockholders appearing as such upon the
Article VII.-This act Of incorporation
may be modified, added to, changed or
amended, or this corporation may be dis
solved by and the assent of the holders
or two-thirds in amount of its then en-
tire outstanding stock, given at a general
meeting of the stockholders to be con-
vened after ten days prior notice. to be
given in one of the daily newspapers pub
lished in the City of New Orleans, in ad-
dltlonal TO the personal notice to each of
the stockholders, as provided in Article
vi of its charter, and such changes as
may be made In reference to the increase
or decrease of the capital stock shall be
preceded by such notice. delays and for
malities as are by law required.
In the event of the dissolution of said
corporation, either by limitation of its
charter otherwise, its affairs shall be
Hquidated by three commissioners, to be
appointed and elected at special meet
Ing called for that purpose, as above pro-
Vided, and he shall remain In Office until
the affairs of said corporation shall be
fully lquidated; and in case of the death
of one or more of said liquidatOrs, the
survivors or survivor shall continue to
act.
Article VIII.-No stakeholder shall be
held liable or responsible for the con-
tracts or faults of this corporation in
any further sum than the unpaid balance
due to the corporation on the shares
owned by him, nor shall any mere formal
ity i'll organization have the effect of
rendering this charter null or of expos
ing stakeholder TO liability beyond the
amount of his unpaid stock, IL any.
Thus done and signed at my Office, in
the City of New Orleans on the day,
month and year first hereinbefOre written,
IN the presence of S. X. Whitfield and l..
hereuntO sign their names, together with
said appearers and me, Notary, after due
reading of the whole.
Original signed).
n. Il. Dusenbury, 14S shares; =. G.. Du-
senbury, per pro. A. L. Dusenbury /
share; Mollie Captain, share.
witnesses: S. Il. Whitfield, l.. II. Pfeif-
fer.
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