The herald., 1920-01-08
CHARTER.

terial or merchandise usually carried III
such line of business; to engage generaIy
IN the contracting, building and construc-
ton business, and for that purpose 10
contract for the erection, construction ah'
maintenance of buildings, bridges, roaus
and HIGHWAYS: and also to engage gen
orally in the manufacturing business ana
70 manufacture all kinds OF bulldlng apu
road material by crushing or otherwise
treating shells and gravels, SO as 10 maxi
the same suitable for commercial purposes ;
and generally to do such other thing OF
things and TO conduct such other DUST
ness or businesses, either for its own ac-
count or as agent for others, as may t t
found necessary or convenient proPeLis ~.
effectuate the aforesaid purposes OF 10
encbance the prosperity and the Value ol
the nroperties. rights and privileges OF this
corporation.
ARTICLE IV.-The capital stock OF TINS
cornoration is hereby fixed at the sum
of fifteen thousand (Sl5OOOUO) dollars; III
yided into and represented by, one nun
dred and fifty shares, OF one n NUM- ba
$500. OO) dollars each. Said stock shail pe
Maid for in cash or its equlvalent as PIo,
yided by law, and in such manner anu
at such time and in such lnstaliments II,
NAV be prescribed by the Board OF ~
raciors' The capital stock may De IN
croasad IN fifty thousand (S50OOOOO) dol
lars. TO be represented by nve hunureu
shares at one hundred ($1OOOOl doiaIs
each. All stock of this corporation sha,,
| he full paid and worcestershire, ana shal'
he represented by certificates OF sucn Iorni
os the Roard of Directors may determine,
signed by the President or Vice Presiueh.
and the Secretary Treasurer. ana seaieu
] with the seal of the corporation.
| ARTICLE v.-The stock of this cor.
noration may be transferred only on tne
books of the corporation, and supJecl "
such regulations and formaIties as nh!
ol frnn linn
BOARD of Directors. No stakeholder shall
| he permitted to SELL or otherwise dispose
| of his stock without first offerlhg the
| same I'm writing to the other stockholders
through the Board Of Directors; AT price
| not exceeding the book value thereon, anu
| the stockholders shall have an option aEd
| first right to purchase for cash all the
shares of stock to be thus disposed OF oy
sale or by the death, resignation or other
| wise of any of the stockholders OF the cor
noration. and shall have a period of ten
DAYS within which 70 accept or to decline
such offer of stock.
Upon the failure of said Board Of d.
| rectors or the stockholders to exercise
| within the time stipulated the option thus
| granted to them, the stakeholder who de-
sires to sell or otherwise dispose of his
stock Tor his heirs) shall be at liberty tc
| 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
|
and non transferable, except under the
= conditions and stipulations hereinabovs
set forth, and no transfer of stock what
soeyer shall be binding upon this cor
poration until and unless made upon it,
| books.
| ARTICLE vI.-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 a
all times shall constitute quorum fol-
the transaction of business. The Di
rectors of this corporation may vote il
person or by written proxy at any of~th'
meetings of the Board of Directors.
The first Board of Directors Of thi
company shall be composed of the fol
lowing:
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,
and qualified. The directors shall b
elected annually by the stockholders at
meeting of stockholders, to be held on tn
first Monday in November each yeal
Notice of such meeting shall be give
| hIteen days prior to the date thereof i
writing, and shall be sent to each stock
holder at his last known address. Fac
, stakeholder shall at such annual NEE,
ing or other meeting, general or special
, be entitled in person or by proxy to on
him. Elections shall be held under sue
rules and regulations as may. from tim
, Directors.
The Directors, when elected, shall hol
ONCE Tor one year, or until their sue
cessors shall have been elected and quail
: fed, and failure toNhold the annual meet
ing OF stockholders or to elect annual
the Directors shall not operate the for
, feiture Of this charter or of any right
Hereunder. Any vacancy occurring in tn
Board OF Directors may be filed by tn
term.
Immediately after their election eac
year, the Directors shall meet and se,ee
from their number a President A vice
president and a Secretary Treasurer Tn
nrst Officers of this corporation who sha
n1,a otfice ,u until the second Monday i
NovemDer, 100, or until their successor
shall have been elected and Qualified sba
be: Emilio Cue, President: Herberf {
Wen, Vice President; Curtis L. WaIle,
Secretary Treasurer
ARTICLE VII.-This charter or Act q
incorporation may be changed. modified
aItered or amended by and with the cor
! sent of two-thirds of ali of the ontstend
ing stock at any meeting, general or.sns
elai, called for that purpose subject onl
70 such Limitation as may be provided b
Ia%.. luis corporation shall have IN
right TO increase or decrease its CAN'T,
STOCK, as hereinbefJre set out, and any In
crease or the capital stock to an amour
exceeding that named in Article ~ =
tne amount to which the capital stoc
may be increased, may be made bv
stock. e ou'eeahuih
, ARTICLE vIII.-Notice of anv and n
meetings. referred to in this charter or re
lulred Dy law, shall be given in the man
uer provided for the giving of notices 4
use OF election, unless the same sba
nave been waived
ARTICLE KIN case of the uou;5o
ion, dissolution or Termination of IN,
narter, by limitation or otherwise ~
,IIairs OF this corporation shall be lion
iated by one or more 1iquidators eiecta
" the stockholders who NAV provide IN
tumber or such -hquidators, and who ma
est them with such power and aufbor;t
may oy law be permitted, and VIII
,naH nx the terms and conditions q
, NnIcn tney shall serve, as well as the,
onpensaton; and who may provide this
ease OF the disability of any one :
sl1 nquidators (if there are more tina
,ne' tne remaining liquidators NAV a
OF the corporation. 'eA"
ARTICLE X.-No stockbolder NJ Oh,
corporation shall be liable or resnons;hl
or any acts, liabilities, contracts deht,
iauits or this corporation, or of an
~ It's stockholders, nor shall any me,
1tormanty In Its organization have IN
.,ecs or rendering this charter mil q
~ exposing a stakeholder to anv ija, q
" Deyou0 the unpaid balance due IN ~
stock held by him. VI" 81