The herald., 1920-02-05
CHARTER.

snch line of business; to engage geneIas
in the contracting, building ana cons.r'
ton busiHess, and for that purpose 70
Contract for the erection, construction anu
maintenance of buildings, bridges roauS
and highways; ana also 10 ehSas esna
orally in the manufacturing pa md
to manufacture all kinds OF Duhuihs anu
road material by crushing or other"ise
treating shells and gravels, SO MS W man
Tho same suitable for commerclai PURPOSES,
and generally to do such otheI tniuS
things and to conduct such other DUST
ness or businesses, either for It's own nc /
count or rs agent for others, as may oe
found necessary or convenient properly
effectuate the aforesaid PURPOSES ~
enchance the prosperity ana the 'aiue Va
the properties, rights and privileges oi 'ni'
corporation.
| ARTICLE Iy-The capital stock OF TINS
| cornoration is hereby fixed at the sum
of ffteen thousand S15OooVo, uoliaIs u
| yided into and represented by, one nun
| dred and fifty shares, OF one ~
| GsfO0 OOl dollars each. Said stock snail pe
| Maid for in cash or its equivaleht as Pfo,
yided by law. and in such manner anu
| at such time and in such instruments ni
| may he prescribed by the Board OF III
| rectors. The capital stock may De In
| creased TO fifty thousand ($5OOOOOO) doi,
lars 70 be represented by five hundred
shares at one hundred Sloou1 uoi hnIi
| each. All stock of this corporation sha,,
| he fuIl maid and On-assessable, ana sRah
he represented by certificates OF sueh form
| "a the Board of Directors may determine,
signed by the President or Nce-r resIu1
and the Secretary Treasurer, ana seaieu
with the seal of the corporation
ARTICLE y.-The stock of this cor
4 noration NAV be transferred only on the
hooks of the corporation, and subject 10
such regulations and formalities as may
be prescribed from time to time oy tne
he nermitted to SELL or otherwise dispose
OF his stock without first offering the
same in writing to the other stockhoiders.
through the Board Of Directors: at price
not exceeding the book value thereof, ana
the stockholders shall have an option and
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
poration, and shall have period OF ten
Il DAYS within which to 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 hfs
stock (or his heirs) shall be at liberty to
sell or otherwise dispose OF his SAID
stock in such manner and at such price as
he or they may see ft But the stock OF
this corporation shall be non-negotiable
and transferable, except under the
conditions and stipulations hereinabove
set forth. and no transfer OF stock what
soeyer shall be binding upon this cor
poration until and unless made upon Its
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 AZ
all times shall constitute a quorum for
the transaction of business. The Di-
or Of BY written proGg any Of
meetings Of the Board Of Directors.
The first Board of Directors of this
company shall be composed Of the fol-
. lowing:
: Emilio Cue, Bay st. Louis, Miss.
Curtis l.. Waller Bay st. Louis Miss.
r Herbert S. Well New Orleans, La.
! These directors shall serve until the
second Monday in November. 1920, or un-
, and qualified. The directors shall be
, elected annually by the stockholders at a
meeting of stockholders, to be held on the
! first Monday in November each year.
: Notice OF such meeting shall be given
! fifteen days prior to the date thereof in
writing, and shall be sent to each stock
holder at his last known address. Each
stakeholder shall at such annual mee,-
e ing or other meeting, general or special,
: be entitled in person or by proxy to one
S vote for each share Of stock owned by
4 him. Elections shall be held under such
rules and regulations as may, from time
W tiHt' NC pItoSElpcu ny bOdIu Oh
= Directors.
The Directors, when elected, shall hold
office for one year, or until their sue
{ cessors shall have been elected and quail
d fed. and failure to hold the annual meet
4 ing Of stockholders or to elect annually
d the Directors shall not operate the for
4 FIXTURE Of this charter or Of any rights
n hereunder Any vacancy occurring in the
r Board OF Directors may be filled by the
remaining Directors for the unexpired
term.
Immediately after their election each
year, the Directors shall meet and select
from their number a President a Vice.
president and a Secretary Treasurer. The
nrst officers Of this corporation who shall
hold office until the second Monday IN
November, 1920 or until their successors
shall have been elected and qualified shall
be: Emilio Cue. President; Herbert s.
: Secretary Treasurer.
}, ARTICLE vII.-This charter or Act OF
> incorporation may be changed, modified
e altered or amended by and with the con.
8 sent OF two-thirds Of all Of the outstand.
n Ing stock at any meeting, general or spe-
ciai, called for that purpose. subject oniy
10 such limitation as may be provided by
law. This corporation shall have tn.
rignt TO increase or decrease its capital
stock, as hereinbef.re set out, and any in.
crease OF the capital stock to an amount
exceeding that named in Article Nv a,
the amount to which the capital stock
may pc increased, may be made by A
three-fourths vote of all the OUTSTANDING
= stock.
L ARTICLE VII7.-Notice Of any and ali
meetings referred to in this charter or re-.
CURED by law, shall be given in the man.
ner provided for the giving of notices IN
: case OF election, unless the same shall
have been waived
: ARTICLE KIN case Of the liouida.
tion dissolution or termination of tbis
4 e e9ta,' oy limitation or otherwise. the
! a1falrs OF this corporation shall be iioui.
= dated by one or more liQuidators elected
Dy the stockholders who may provide the
number Of such Equidators, and who NAV
. vest them with such power and AUTHORITY
as may by law be permitted and who
snail nx the terms and conditions on
: : which they shall serve, as well as Their
compensation. and who may provide that
, In case OF the disability Of any one m
: SAID 1quidators (if there are more than
Z one) the remaining iQuidators NAV 6ii
g tne vacancy or continue to act on bebs n
I OF the corporation.
ARTICLE X.-No stockholder NJ thf,
corporation shall be liable or responsihie
Tor any acts, liabilities, contractss debts
y or faults of this corporation. or Of anv
2 OF Its stockholders, nor shall anv mars
; informality in its organization have ths
J ERECT or rendering this charter mil a,
. or exposing a stakeholder TO ouv Ua, m.
u lty beyond the unpaid balance due on the
: stock held by him. "' v" Inc
ARTICLE XI.-The subscribers hereto
4 nave written opposite their Respective
hn