The herald., 1919-09-11
CHARTER.
CHARTER OF GREAT NORTHERN
GRAVEL AND SAND COM
PANY, INC.

United States Of America, State 81 Louis
lam, Parish OF Orleans. City ot New VI
leans Be it known, that on TINS twenty
third dav OF the month Of August, III the
wear one thousand nine hundred and nine
teen, before me, Henry J. Dart, IT., NO
tary Public, duly commissioned and sWoT"
in and for the Parish OF Orleans ana O''g
Of New Orleans, therein residing Pe'so"
aIIv came and appeared the persons whose
names are he-unta subscribed, who declared
that availing themselves OF the provisions
OF the laws Of the State, relative u me o.
ganizatiOn OF corporations, they nave cove
nanted and agreed. and do by these presents
covenant and agree. bind form and consti-
tute themselves, well as such other persons
who may hereafter join or become ass pciatGu
with them, into corporation and oody pom,
tic in law for the objects an purposes anu
under the agreements ana stPuldI'''S iva
lowing, to-wlt:
ARTICLE 1.-The name and title OF TINS
corporation shall be, Great Northern Gravel
and Sand Company, incorporated. and under
its corporate name il shall have and ENJOY
existence and succession tor the term OF one
hundred years from this date, ana all inc
rights advantages and privileges granted
nv law TO corporations, including power 10
contract sue and be sued IN its corporate
name: to make and corporate seal, ana
the same 10 break and alter at pleasure; 10
hold receive, purchase, convey, mortgage, ny
sonal: to issue bonds, notes and other oDiiSd
tons; to have and employ managers, direc-
tors officers, agents and other employees
as the interests and conveniences OF the cor
marathon NAV require; and to make and eStab-
fish such committees and TO create such by
laws rules and regulations tor the corporate
management and for control OF the affairs
of said corporation as may be deemed neces-
sary and eXpedient.
ARTICLE 1.-THE domicle of the corpora
l. ~ NaI Orleans. State
of Louisiana. Citation and other legal pro-
cess shall be served the President or III
his absence or inability to act from any
cause whatsoever, upon a Nice-President OF
the Secretary Treasurer
ARTICLE III-The objects and purposes
OF this corporation are 10 engage IN the Dusl'
ness of buying and selling gravel, sand, ce'
ment and paving materials, and the same to
import and export. To deal and operate al
wholesale and retail as principal, agent OF
commission or otherwise in SAID products. 10
purchase, lease or otherwise acquire, gravel
beds. and pits, sand-banks and any property
producing such minerals. To own, operate
and conduct buildings, mills, machinery
tools and appliances for the uses and pur'
poses of the business and the same to change
alter, substitute, sell and hypothecate al
will; and generally to do and perform al,
things needful, necessary, proper or uselui
for the accomplishment of the purposes OF
the corporation. The whole in the State OF
louisiana, the states, anu POS'
sessions of the United States, and in for
eign states and territories, with the night to
have offices and places of business and rep
resentatives in any or all OF the same. a
change of the objects and purposes OF TINS
corporation may be made by the vote OF all
the stockholders at a meeting called for that
purpose.
ARTICLE Iv.-The capital stock of thi:
corporation shall be Twenty Thousand $50.
mOOO) Dollars, divided into Two Hundred
600 shares of the par value OF $1,000 each
which said stock shall be paid for in cash
Thousand (S50OO.OO Dollars by a vote OF
two thirds of all of its stock at meeting
of the stockholders called for that purpose
% No stock shall be sold or transferred
until an opportunity is first afforded al
other stockholders OF record to purchase saic
shares of stock at book value as shown by
the inventory preceding such notice; writer
notice shall be given By the owner to tht
Board of Directors for the use and benefit
of such other stockholders; IT shall be trans
mitted without delay by the Board to Their
and must be accepted within thirty day!
from receipt of the Boards notice and paiC
for in cash within ninety days from suct
notice. The stockholders shall have th'
right to buy said shares in proportion to thel
holdings and any shares not taken in pro
portion may be taken by the other share
holders Failure of the stockholders TO buy
shall by the mere expiration of the time limit
release the stockholders from the effect o
this provision.
(2) Whenever any stakeholder whose hold
ings together with those OF his surviving
wife or children, if any, shall aggregat,
twenty per cent or more of the capital stool
of this corporation, shall die, his successors
heirs legal representatives will have tn
right to tender the whole of the stock of TIN
corporation owned by said decedent and h
surviving wife or children, If any. to b'
purchased by the surviving stockholders a
the price set out in the first paragraph here
of 1t shall be the duty of the Board of Di
rectors to submit the said offer TO the stock
holders. and il within the time hereinabov'
prescribed, the offer shall not be accepted
and the stock purchased, then the said sue
cessors, heirs legal representatives shall
have the right to demand the dissolution anC
liquidation of the corporation and in de
fault to apply to any court of competent juris
dicion for dissolution of this corporation anC
the liquidation of the same, any law to thu
contrary Notwithstanding, saving, always
however, the right to the said corporation II
to said proceedings, to dissolve AND
liquidate in the manner prescribed by the
law OF Louisiana.
(0 No stock shall be held in this cor
poration by employees, who are not officers
except such as has been subscribed for II
this charter or which may be transferred witt
the consent of the Board of Directors Il
such employee at the time of or during EN-
ployment. Whenever such employment
ceases through death, resignation, dismissal
or otherwise. the Board of Directors shall
call the stock of that person for transfer tC
the other stockholders as provided in this
charter, and the price to be paid shall be
book value as per inventory last preceding
such call; the said price shall be paid r
cash, within sixty days from such call
No stock held or controlled by such employees
shall participate in any new stock hereafter
TO be issued when sold under the preceding
provisions, unless with the consent Of the
Board of Directors expressed by resolutions
entered on the minutes. For the purposes Of
this Article, the inventory and books shall
be closed as of June 20 and December 81, r
each year. from and after December 81. 1919
The substance of the foregoing provision,
shall be stated briefly and succincty in OF
on the face of each certificate of stock anC
this shall be conclusive evidence and notice
to all persons dealing Herewith. The BoarC
of directors is hereby constituted the agen
of the stockholders for the purpose OF en-
forcing and carrying out the foregoing pro
visions.
ARTICLE V-All the corporate power:
vested by law or this Charter in corporation:
shall be exercised by the Board of Directors
of this corporation, including the right Il
manage, control and direct the affairs o
the corporation. the corporate policy, and 4
sell the corporation or merge the same int
another corporation, and 10 take in payment
of any such sale or merger, cash, bonds
notes or stock of the purchasing or merging
corporation, or Of a new corporation, created
for the purpose. without the necessity o,
referring either any of said acts 10 the
stockholders.
IT.. Ro,rJ If Directors of this corDoratio1