The herald., 1919-10-09
CHARTER OF GREAT NORTHERN
GRAVEL AND SAND COM
PANY, INC.

/ third day OF the month OF August IN tic
! year one thousand nine hundred and NINE
! teen, before NE, Henry T. Dar. IT,, No
! tary Public. duly cummi ssoucd and sworn
/ IN and for the Parish OF Orleans and CITY
If New Orleans therein residing. pcv,nu.
/ ally came and appeared the persons VIII ST.
names heruuto subscribed, who declared
/ that. awaiting themselves of the provisions
/ Of the laws Of the State, relative 81 the o.
gan'2atlou OF corporations, they have cove
/ uanted and agreed. and do by these presents.
! covenant and agree, bind, form and cnnst-
| tutc themselves, as well as such other persons
who may hereafter join or become assoc ated
: with them, into a corporation and body poll
tic i'm law for the objects an dpu~poScs. and
/ under the agreements and stlpulatlonS fol
lowing, to-wit:
! ARTICLE 1.-The name and title Of this
! corporation shall be, Great Northern Gravel
and Sand Company incorporated, and under
! its corporate name II shall have and enjoy
! existence and succession tor the term OF one
( hundred years from this date. and all the
| rights, advantages and privileges granted
| by law to corporations. including power 10
| contract sue and he sued in lis corporate
! name; to make and use a corporate seal, and
the same to break and alter at pleasure; 10
! hold. receive. purchase, convey, mortgage, by
| pothecate and pledge property. real and per
! sonal; to issue bonds, notes and other obIIEa-
tons; 10 have and employ managers, dlrcC-
| tors, officers, agents and other employees.
! as the interests and conyenieucts OF the COT
/ poratlon may require; and TO make and cstab-
/ lish such committees and 10 create such by
| laws, rules and regulations for the corporate
management asd for control Of the affairs
Of said corporation as may be deemed ncceS-
sary and expedient.
ARTICLE 1.-THE domicile of the corpora
ton shall be the City Of New Orleans, State
Of Louisiana. Citation and other legal pro
cess shall be served on the President, or in
his absence or inability % act from any
/ cause whatsoever, upon a NiCePresIdent or
the Secretary-Treasurer.
ARTICLE TI-The objects and purposes
OF this corporation are to engage in the bust
ness of buying and selling gravel, sand Ce-
ment and paving materials, and the same u
import and export. To deal and operate al
wholesale and retail as principal, agent, on
commission otherwise in said products. To
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 all
things needful. necessary, proper useful
for the accomplishment of the purposes OF
the corporation. The whole in the State OF
Louisiana, the States. Territories and pos
sessions of the United States. and in for
eign states and territories, with the right tC
have offices and places OF business and rep
resentatves in any or all OF the same. \
change of the objects and purposes of this
corporation may be made by the vote of al
the stockholders at a meeting called for that
purpose.
ARTICLE IV.-The capital stock Of this
corporation shall be Twenty Thousand $50.
10000 Dollars, divided into Two Hundred
600 shares Of the par value Of $1,000 each
which said stock shall be paid for in cash
The capital stock may be increased to Fifty
Thousand (S5OOOO0 Dollars by a vote oil
two-thirds OF all Of its stock at a meeting
of the stockholders called for that purpose
% No stock shall be sold or transferred
until an opportunity is first afforded ali
other stockholders of record to purchase said
shares of stock at book value shown by
the inventory preceding such notice; written
notice shall be given by the owner to the
Board of Directors for the use and benefit
of such other stockholders; it shall be trans
mitted without delay by the Board to them
and must be accepted within thirty days
from receipt of the Boards notice and paid
for in cash within ninety days from such
notice. The stockholders shall have the
right to buy said shares in proportion to their
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 OF
this provision.
| ~ Whenever any stakeholder whose hold
ings together with those of his surviving
wife children, if any, shall aggregate
twenty per cent or more OF the capital stock
heirs or legal representatives will have the
right to tender the whole of the stock of thi,
corporation owned by said decedent and his
surviving wife children, if any, TO be
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 ID
rectors TO submit the said offer TO the stock
holders, and if within the time hereinabovt
prescribed, the offer shall not be accepted
and the stock purchased, then the said sue
cessors, heirs or 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 Iurls
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 il
answer to said proceedings, to dissolve anC
liquidate in the manner prescribed by The
law of Louisiana.
81 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 e
such employee at the time Of or during en-
ceases through death, resignation. dismissa
or otherwise the Board Of Directors shall
call the stock Of that person for transfer t
the other stockholders provided in thu
charter and the price to be paid shall b.
book value as per inventory last precedini
, such call: the said price shall be paid II
cash. within sixty days from such call
No stock held or controlled by such employee
shall participate in any new stock hereatte
10 be issued when sold under the preceding
provisions unless with the consent OF th
, Board Of Directors expressed by resolution
entered on the minutes. For the purposes 0
this Article, the inventory and books shall
be closed as Of June 30 and December 81, II
{ each year, from and after December 81 l9l9
The substance of the foregoing provision
shall be stated briefly and succinctly in o
on the face of each certificate Of stock an
: this shall be conclusive evidence and motto
f to all persons dealing herewith The Boar
Of directors is hereby constituted the agen
of the stockholders for the purpose OF en-
forcing and carrying out the foregoing pre-
t visions.
ARTICLE V.-All the corporate power
vested by law or this Charter in corporation
9 shall be exercised by the Board Of Director
| of this corporation, including the right :
2 manage control and direct the affairs {
. the corporation, the corporate policy. and
r sell the corporation merge the same int
o another corporation, and 10 take in paymer
i of any such sale or merger. cash, bond
Q notes or stock of the purchasing or mergIn
= corporate or OF new corporation, create
for the purpose, without the necessity
| referring either or any Of said acts 10 tn
: stockholders.
: The Board Of Directors Of this corporatio
I. shall be composed Of four stockholders, WI
= shall be elected Immediately after the sig
= ing Of this charter, and without further 70
= mality or delay, 10 hold office for one ye;
" and until their successors are elected ar
: qualified On the first Tuesdav Of Januar
1921 and annually thereafter, en- elC-:,o