The herald., 1920-02-05
CHARTER.

es hereinafter named and undersigned
personally came and appeared the sever
al persons whose names are hereuntO
subscribed, who declared that, awaiting
themselves of the laws OF this State rela-
tive to the organization of corporations
they have covenated anu agreed. and do
by these presents covenant, agree, bind.
form and constitute them selves, as well
as such persons may hereinafter join
or become associated with them, into n
corporation or body polite in law, for
the objects and purposes and under the
agreements and stipulations following,
O-wit -
ARTICLE 1.-The name and title of
this corporation shall be Cummings
Moberly Tie n Land Company, Inc, and
under its corporate name it shall enjoy
succession for the full term and period
of ninety nine years from and after the
date hereof, aud shall have power and
authority to contract, sue ana be sued
TO accept and receive mortgages, pledges
or other hypothecations; 10 make and
break and alter at pleasure; to purchase,
receive, lease, hold or otherwise acquire
and convey, as well as mortgage and ny
pOthecate under its corporate name. prop
erty both real and personal and mixed
to borrow money and make and issue
bonds and other evidence OF debt, and to
secure the same by mortgage and other
wise; to acquire. hold ana reissue shares
the objects and purposes hereinafter set
out; to name and appoint such managers
and directors, Officers and agents, as the
interest and convenience of said corpora
ton. may require: and to make anu eS-
tablish, we'll as alter and amend at
pleasure, such bylaws, rules and regu-
lations for the management and regula-
ton OF the affairs OF the corporation as
may be necessary, proper or convenient
ana generally to DO all such acts and
things as trading corporations are au-
thorlzed TO do under the laws of the
State OF Louisiana.
ARTICLE 1.-THE domicile OF this
corporation shall be in the Parish of Or
leans, State OF Louisiana, and all citi-
tons or other legal process shall be
served upon the President of the Com
pany, or, i'll his absence, upon the Vice
President, or, in the absence of both
the President and Vice-President, upon
the Secretary.
poses for which this corporation is or.
ganized and the nature OF. the business
TO be carried OH by it are hereby declar-
ed to be: The manufacture of cross ties
and all other kinds OF lumber; the con-
struction and operation OF Sawmills and
all other buildings, manufacturing es-
Establishments ana appliances necessary
ana convenient for such manufacture; TO
acquire, hold, lease, sell, improve, mort
gage, reclaim, cultivate and deal in lands
timber, real estate and improvements and
properties located thereon which are Incl
dent thereto or connected herewith; 10
construct and operate drainage plants; to
construct and operate cOmmiSsaricS,
boarding houses, hotels, warehouses and
general stores; to acquire the property,
business and good will of any individu-
ais, firms or corporations engaged in
any of the businesses enumerated above
to issue bonds and to give mortgages and
pledges in such manner and form as il
may determine; to acquire and hold, sell,
cucumber and dispose of stocks and
bonds of other companies; TO exchange
its entire capital stock, or any part
thereof, for property which IL is autnor-
lied to acquire, or to exchange its en-
tire assets and business, or any part
thereof, for property, stocks, bonds or
subscribe 10 the stock OF other compan-
les; and generally to do any and all
such acts and things as may or shall
lie necessary, convenient or proper Ter
the accomplishment of any Of tae fore
going objects and purposes.
ARTICLE IV.--The capital stock OF
this corporation is hereby fixed at Fiji
~ Thousand (S5O,OOOOO) Dollars, repre-
scented by five hundred (5OO) shares of
the par value of One Hundred (Sl00OO)
Dollars, per share. The amount of said
stock may be increased TO Five Hundred
Thousand ($JO0DVO0O) Dollars.
ARTICLE V.-All the powers of this
corporation shall be vested in ana eXer-
cised by Board composed of three Di-
rectors. Said Board shall be elected an
nually by ballot ut a stockholders meet
ing called tor that purpose OH the first
Monday of February of each year Tor the
next legal day if that day be holiday
after due notice given to the stockholders
by mail at least fifteen days before the
date of said meeting. Each holder of
stock shall De entitled TO one vote Tor
each share of stock standing in his name
on the books of the corporation, said vote
to be cast in person or by proxy, and
the majority OF votes cast shall elect.
The Board of Directors shall have the
power to fill all vacancies which may
occur or in any manner arise or be Great
ed on the Board, even though no quorum
remain at the time such vacancies are TO
be filled. Failure to elect Directors on
the day above specified shall not dis
solve the corporation, but the Directors
then in office shall remain in office un-
til their SUCCESSORS are elected and quail
fled. The Board shall elect from their
number IA President, VicePresident and
Secretary; provided that the Board may
elect such other officers (who need not
be members of the Board Of stockhold-
ers) as they think proper or convenient
for the carrying on of the Company's
business, and may combine any offices
or dispense with the same, and they shall
fix the salaries of all officers, agents and
employees. At any meeting of the Board
of Directors, any Director absent from
the meeting may be represented by any
other director who may cast the vote OF
the absent Director according to the writ
ten instructions, either general or special,
of said absent Director. The Board of
Directors shall have authority to make
and establish, as well as alter and amend,
all bylaws, rules and regulations neces-
sary and proper for the support and
management OF the business and affairs
of this corporation and not inconsistent
with this charter; and they shall have
power to authorize the borrowing OF mon
ey and the issuance of notes and the
execution Of pledges, and generally to
do all things necessary or convenient Tor
the proper carrying on Of the business
of the corporation.
Until general meeting of the stock
holders for election of Directors to be
held in 1921, or until their duly quail
fled successors are elected and installed
the Board Of Directors shall be composed
of the following: Ednah w. Remick,
post office address 1904 Thurman Street,
Portland Oregon. c. j. Robertson, post
office address Carter Building, Houston,
dress 1104 Hibernia Building, New Or
leans, Louisiana. Of these, Ednah w.
Remick shall be President; e. j. Robert
son Vice-President, and II. n. Lemann,
Secretary.
ARTICLE VI.-This act of incorpora-
ton may be changed, modified or amend
ed, or the corporation dissolved, by
vote Of two-thirds of the entire capital
meeting of the stockholders convened
for such purpose, after previous notice
shall have been given in the manner
nh ranrirad N h.l given n n