The herald. [volume] (New Orleans, La.) 1905-1953, 1918-04-04
CHARTER

10 own and operate railways, tramways,
barges, boats and vessels OF every character
and description, camps, oomHHssarles and
stores, including the purchase and sale OF
farm products and merchandise of every
description; to acquire, sell otherwise dis.
pose of timber, land and timber rights, and
real and personal property OF every descrip-
ton, and generally to do everything Incl
dental to or connected with the above named
purposes.
Article IV-Th- amount of the capital
stock of this corporation is hereby declared
to be Ten Thousand $4,000 Dollars, con-
sisting Of one hundred 600 shares OF the par
value of one hundred CSlOO) Dollars per share.
One half of said amount shall be subscribed
before the filing of the articles of incOrpora-
ton, all of which shall be paid in cash.
The remainder OF the authorized capital
stock, whenever subscribed and issued, shall
be paid for in money or property actually
received, or labor done for the corporation
upon such terms and conditions as the Board
OF Directors shall deem proper, provided that
the stockholders of record at the time OF
such issue shall have the right to subscribe
thereto in proportion to their respective
holdings.
The amount to which the capital may be
increased is Twenty-Five Thousand (2S,O00O)
Dollars All transfers of stock shall be
made on the books OF the company on the
surrender of the outstanding certificate, and
pursuant 70 such rules as the Board of DI-
TectOrs may prescribe.
NO SlOChlOluCE snail nave the IlsAN ~ SC4i
or otherwise dispose of his stock without
first offering it TO the other stockholders
through the Board of Directors for thirty
days at its book value for cash; and all
stock shall be held subject 10 this provision,
and every sale, pledge, encumbrance or other
disposition OF said stock shall be made sub
ject to this provision of the charter
Article YAH the powers of this corpora
tion shall be vested inland the business
and affairs of the corporation managed by
board Of not less than three nor more
than four directors, who shall be elected
annually at a meeting or the stockholders
on the first Monday of april of each year.
The first annual meeting shall be held on
the first Monday of April 1919, until which
time the officers and directors named in this
charter shall act, or until their successors
are elected and qualified
The first Board of Directors to serve for
the first year shall consist Of Max Lowry,
800 Whitney Central Bldg, New Orleans. La.
Edward l. Harper, Jr., Ferriday, Concordia
Parish Louisiana; Edward Duplantier, s0+
Whitney Central Bldg, New Orleans, La.
and AdOlph A Luehrman, S4 Whitney Cen
trail Bldg, New Orleans, La; with said Max
Lowry, President; Edward L. Harper, Jr.,
Nice-President; Edward Duplantier, Secre-
| tary, and Adolph A Luehrmann, Treasurer.
The officers OF this corporation shall be a
President. Vice. President, Secretary and
Treasurer; but the Board of Directors may
at any time elect or appoint such other of
hcers, agents or employees as they desire,
and determine their duties; and may at any
| time combine the Office of Secretary with
that OF Treasurer, under title OF Secretary
| Treasurer.
All elections shall be by ballot at the Office
| of the Company, under the supervision OF
| two commissioners to be appointed by the
Board of Directors. Notice of such meetings
| shall be given by the Secretary in writing
and delivered to each stakeholder in person
! or mailed to his last known address at least
fifteen days prior to said election; but thi
notice may be waived by all the stockholders.
AT all such meetings, and at all meetings
OF the stockholders, each stakeholder shall
be entitled to one vote for each share OF
| stock standing in his name on the books OF
the Company at the date of such election
or meeting; said votes to be cast in person
or by written proxy; and majority of the
votes cast shall elect. In the event of the
failure to hold the annual meeting, any stock
holder may have the right TO require the
calling of such meeting at any time there
after.
The failure to elect directors at the annual
meeting shall lnot dissolve or affect the cor
poration nor impair its management in any
respect; but the directors and officers shall
remain in Office until their successors are
elected and qualified.
Each Board of Directors shall elect as
soon as possible after their own election
a President, Vice-President, Secretary, and
Treasurer, and such other officers as they de-
sire, and may grant to each officer such
powers as they deem proper.
All vacancies in the Board of Directors
for whatever cause shall be filled by the
remaining directors. Any member of the
Board may appoint any other stakeholder
his representative TO act in his place and
stead at any meeting of the Board.
The Board of Directors may make, amend
and repeal such bylaws for the regulation
of the Company as it desires, subject to
such bylaws as the stockholders may make
Article Nl.-This act OF Incorporation may
be amended, or said corporation may be dis
solved with the assent of two-third of all
the capital stock at meeting of the stock
holders convened for that purpose, after fifteen
days written notice from the Secretary has
been delivered in person orgiven by letter
mailed to the last known address of ach stock
holder of record; the said notice may be
waived by unanimous consent of all stock.
holders. In case of the dissolution of the
corporation, its affairs shall be liquidated by
one or more commissioners elected by the
stockholders with such powers, oompensations
and duties as the stockholders shall de.
Article VIII.-No stakeholder shall ever
be held liable for the faults or contracts
| of this corporation in any further sum thar
| the unpaid balance due to the corporation
on the shares subscribed by him; nor shall
| any mere informality have the effect of rem
dering the charter null, or exposing any
stockholder TO any liability beyond the un
| paid balance due on his stock
| The subscribers hereto have respectively
written opposite their names the amount OF
] stock subscribed by them In this corporation
so that this act of Incorporation may also
| serve as original subscription list of the
corporation; and they have stated their post
Office addresses, so as to conform with Ac,
| 267 of 1914 of the General Assembly of the
| State of Louisiana.
Thus done and passed at my Office in the
| City of New Orleans, State of Louisiana
on the date hereinabove written, in the
presence of Benjamin Palmer Lleurot and
Ralph B. Reese, competent witnesses of legal
age, residing in this City, who hereunto sign
| their names with the said appearers and me
Notary, after reading of the whole
Witnesses: Benjamin Palmer Fleurot, Ralph
| B. Reese.
Original signed: Max Lowry, sO4 Whitney
Central Bldg, New Orleans, La, "a shares;
Edward L. Harper, Jr., Ferriday, Concordia
Parish, La, "a shares; Edward Duplantier
SO4 Whitney-Central Bldg, New Orleans La.
share; A. A. Luehrmann, S04 Whitne Cen.
trail Bldg, New Orleans, La. ! share
CHARLES ROSEN, Not Pub.
The undersigned. Recorder of Mortgages
in and for the parish of Orleans, State Of
Louisiana, do hereby certify that the above
and foregoing Act of Incorporation, af the
Harper Slave & Lumber Co. Inc, was this
day duly recorded in my Office, in Book 1919
New Orleans, March 25 1918
(Signe0 EMILE J. LEONARD, D. R
(SesD A true copy.
CHARLES ROSEN. Not. Pub
March 28-April 4-ll-1S-25-May 2.