The herald., 1920-01-22
CHARTER.

all
IN the contracting building and construc-
zion business and for that purpose 10
contract for the erection const,uCtio
mainteuance of buildings, bridges, roAue
80 bighways: and also to engage gen
i,r IN the manufacturing business anu
20 ,nanufacture all kinds of buhdlng anu
road material by crushing or otheL w.
treating shells and gravels, so as 10 man
the same suitable for commercial P .hin,, or
ond generality to do such other thlns oi
thingS and TO conduct such other pusl-
ness or businesses, either Tor us own a. 10
count or as agent for Others as maS 20
found necessary or convenient ProPeIis 80
affactuate the aforesaid purposes OF "
onchanca the prosperity and the value VI
the nronerties, rights and privileges Oh thls
corporation.
ApTICIE Iy.-The capital stock OF thls
.cornoration is hereby fixed at the sum
of ffteen thousand xl5,OOOoOl doiials
vided into, and represented sDy' ohe -
dred and fifty shares, OF one unulSu
1siOo OO dollars each. Said stock shall De
Maid for in cash or its equlvaleht as ply,
yided by law, and in such HlTnn . an" as
at such time and in such lhstalIIhe ne nj
may be prescribed ny s tnc D NAV be in
creasad TO fifty thousand (SJO,OOoOoJ uoi
Iars to be represented by five hundred
shares at one hundred CSlOoVOl uoiiai H
each. All stock of this corporation shall
he full paid and worcestershire ana snaI,
he represented by certificates or such I3rIi
% the Hoard of Directors may determine,
Stoned nv the President or Vice President
and the Secretary Treasurer. anu se"'u
with the seal of the corpora'ioh'
ARTICLE v.-The stock Of TINS cor or
marathon may be transferred only on =.
pL % The CORPORATION, and subject TO
SUcb regulations and formalities as may
he prescribed from time 10 time ps Iii
| BOARD of Directors. No stockholue, sna
no permitted to sell, or otherwise ulspvse
fret
| same in writing to the other stockholders
| through the Board of Directors, at a prlCe
NOT Exceeding the book value thereof ana
| the stockholders shall have an optlom anu
first right to purchase Tor casn az he
| shares of stock to be thus disposed or py
| sale or by the death, resignation or otneI
| wise of any Of the stockholders or the cor
noration, and shall have a period OF ten
| days within which to accept or 10 uechne
| such offer of stock.
TTpon the failure of said Board OF d.
| ractors or the stockholders to exercise
within the time stipulated the option tnus
| granted to them, the stockh0lder VINO 1e
| sires to sell or otherwise dispose OF MS
stock Tor his heirs) shall be at liberty 20
l sell or otherwise dispose Of his SAID
stock in such manner and at such price as
he or they may see fit. But the stock OF
this corporation shall be non negotiable
and non transferable, except under the
conditions and stipulations hereinaDeve
set forth, and no transfer Of stock what
soeyer shall be binding upon this cor
poration until and unless made upon It's
books.
ARTICLE yI-The corporate powers OF
this corporation shall be vested in, and
exercised by, a Board Of Directors com
posed of not less than three nor more
, than five stockholders, two of whom Al
all times shall constitute quorum To-
the transaction of business. The ID
rectors of this corporation may vote IL
: person or by written proxy at any of thu
meetings of the Board Of Directors.
The first Board of Directors of thi
r company shall be composed of the fol
= lowing:
e Emilio Cue, Bay st. Louis, Miss.
Curtis l.. Waller, Bay ST. Louis. Miss.
Herbert S. We'll, New Orleans, La.
These directors shall serve until tn
. second Monday in November, 1920, or un
. til their successors shall have been electe
2 and qualified. The directors shall b
A elected annually by the stockholders at
: meeting of stockholders, to be held on tn
n first Monday in November each yea
a Notice of such meeting shall be give
a fifteen days prior to the date thereof 1
= writing, and shall be sent to each stock
holder at his last known address. Fac
10 stakeholder shall at such annual NEE
ing or other meeting, general or specia
a vote for each share of stock owned
y him. Elections shall be held under sue
a. rules and regulations as may, from tin
= to time, be prescribed by the Board
- Directors.
e The Directors, when elected, shall hol
NJ office for one year, or until their SUI,
~ cessors shall have been elected and quail
~ ~ fed, and failure to hold the annual NEE
=, =, ing Of stockholders or to elect annual
~ ~ the Directors shall not operate the TO
~ feiture OF this charter or of any RICH
- hereunder. Any vacancy occurring in ii
q Board of Directors may be filled by Il
remaining Directors for the unexpir,
term.
Immediately after their election ca,
year, the Directors shall meet and sele
from their number a President, a Vic
President and a Secretary Treasurer. III
nrst off1cers OF this corporation who shs
hold office until the second Monday
November, 1920, or until their successo
shall have been elected and qualified shs
be: Emilio Cue, President; Herbert
We'll, Vice-President; Curtis L. Wall,
t. Secretary Treasurer.
Is, ARTICLE vII-This charter or Act
e. incorporation may be changed. modife
he altered or amended by and with the co
ls sent Of two-thirds of all of the outstan
In ing stock at any meeting. general or sp
cial, called for that purpose, subject on
to such limitation as may be provided
law. This corporation shall have {
right to increase or decrease its capt.
stock, as hereinbefIre set out, and any
crease Of the capital stock to an anon
exceeding that named in Article Nv
the amount to which the capital sto
may be increased, may be made by
three-fourths vote Of all the outstandi
. stock.
IL ARTICLE VIII.-Notice of any and
meetings referred to in this charter or
,s- I'quired by law, shall be given in the ma
L. ner provided for the giving of notices
tn case OF election. unless the same sh
IN IN have been waived.
ARTICLE KIN case of the liauit
-. tion, dissolution or termination of Il
cd charter. by limitation or otherwise.
affairs OF this corporation shall be lia
;s dated by one or more liquidators elect
,r by the stockholders who may provide
"a. number OF such liquidators. and who m
he vest them with such power and author
az as may by law be permitted, and W
q. shall fix the terms and conditions
to which they shall serve, as well as tn
-. compensation, and who may provide ii
~, In case Of the disability of any one
'ha said liquidators (if there are more III
.de one) the remaining liquidators may
-, the vacancy or continue to act on beh
" OF the corporation.
VI ARTICLE X.-No stakeholder of Z
,ae corporation shall he liable or response
10, Tor any acts, liabilities, contracts. DEF
a. or faults of this corporation or of ?
~ or Its stockholders, nor shall any m
, fnformality in its organization have
effect or rendering this charter null
~ or exposing a stakeholder to any lja
nu fty beyond the unpaid balance due on
Pu- stock held by him.
ARTICLE XI.-The subscribers her
of nave written opposite their respect