The herald., 1920-03-11
CHARTER.

al persons whose LaIupS are hprCuutO
subscribed, who declared that. availiug
themselves of the laws OF this State rcla-
tive to the Organization OF corporations,
they have cOyCHatcd ana agreed. and do
10y these presents covenant, agree. bind.
form and constitute themselves, as well
as such persons As may hereinafter Join
or become associated with them. into a
corporation or body polite i'll Law. for
the objects and purposes and under the
agreements ami POPULATIONS following,
tO-WIt:-
ARTICLE | The name and title OF
this corporation shall he Cummings
Moberly lie y Land Company. Inc. aud
under It's corporate name II shall enjoy
succession for the full term and period
OF ninety nine Years from ami after the
date hereof, and shall have power and
authority TO contract, sue anu b" sued.
To accept ana Receive mortSIErS. pledges
or other approximations. IL maNc and
Use "a corporate seal and the same to
break and alter al pleasure. To purchase,
receive, l,a>r, hold or otherwise acquire
and convey, a> well Is mortgage and ny
pUthcCatc under it, corporate maine. prop
vrtI both real and personal and mixed
TO borrow money aud make ana issue
bonds and other evidence OF debt and TO
secure the sam" by mortgage and other
wise, to acquire, hold ana reissue shares
uI its capital stock. to carry out all Of
the objects and purposes hereinafter set
out; to name ana APPOINT such managers
ANA directors. Oitl,DIS ana agents. a. the
interest and convenience OF SAID corpora
ton may require. ana to make ami ,S-
tdbli,h, As we'll is alter and amend at
pleasure, such bylaws, rules ana TcEU-
ldtloH> for thc management and rrguIa-
ton Of the affairs UI III" corporation as
ma! be necessary, proper or Convenient
ana generally To do all such acts aud
things as trading corporations are au-
thorIzcd TO 90 under the laws OF the
State OF Louisiana.
ARTICLE 1.-The domicil" OF this
corporation shall b" i'll tie Parish Of or
leans, State OF Louisiana. and all CitI-
lions or other legal process shall be
served ulou the President OF the Com
paHy, or, in his absence, upon the Vice
President, or, IN the dbs"nr" OF both
the President and Vice President upon
the Secretary.
ARTICLE lII.-Thc objects and pur-
posi-, for which this corporation j. or
GaniZcd ana the nature of tho business
To bc carried On 10y II are hereby ucCiar-
ed 10 b". The Manufacture OF cross Ties
and all Othsr Aiud> OF lumber; the con
strUrtIOn ANA operation OF >awmllls and
al other buildings, manufacturing Cs-
adjustments ana appliances necessary
and convenient Tor such manufacture; 10
acquire. hold, lease, sell improve, mort
gaGc. reclaim. cultivate and deal i'll lands,
timber, real estate and improvements and
properties located thereon which are Incl
dent thereto or connected herewith; 10
construct and operate drainage plants; 10
construct and operate Jumml>SaTiCS,
boarding HOUSES, hotels, warehouses ana
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 aud
pledges in such manner and form as II
may determine, 10 acquire and mold, sell,
cucumber ana dispose OF stocks ANA
bonds OF other companies, to exchange
its entire capital stock, any part
thereof, for property which il i author
lied to acquire, or to exchange Its en-
tire assets and business. or any part
thereof, Tor property. stocks, bonds or
other obligations OF other companies, TO
subscribe tc the stock OF other COmpau-
les; and generally TO do any and all
such acts and things as may or shall
be necessary. convenient or proper Ter
the accomplishment OF any OF the fore
going objects and purposes.
ARTICLE IN.-TLe capital stock OF
this corporation i hereby fixed at FIJI
~ Thousand ($5OOOO.0Ol Dollars, repre-
scented by five hundred (JOO) shares OF
the par value OF one Hundred tSlOUOol
Dollars, per share. The amount OF SAID
stock may Ice increased TO Five Hundred
Thousand ($JOO,ooU OO) Dollars.
ARTICLE N.-All the powers of this
corporation shall be vested i'll ana eAer-
cised by 4 Board composed of three hi
rectors Said Board shall be elected an
nually by ballot at stockholders meet
ing called for that purpose on the ilrSt
next legal day if that day be a 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 he entitled TO one vote for
each share of stock standing i'll his name
on the books of the corporation, said vote
to be east in person or by proxy, ana
the majority Of votes cast shan eject.
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 10
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 ana guam
fled. The Board shall elect from their
number President, a Nlce-Prcsldent anu
a 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
business and may combine any offices
or dispense with the same, and they shali
fix the salaries of all officers, agents and
employees. At any meeting OF the Boaru
of Directors any Director absent from
the meeting may be represented by any
other Director who may cast the vote oil
the absent Director according to the WRIT
ten instructions, either general or Speclal,
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 ana
mauagem of the business and affairs
of this corporation and not inconsistent
with this charter; and they shall nave
power to authorize the borrowing OF mon
ey and the issuance of notes and the
execution ,Of pledges, and generally 10
do all things necessary or convenient for
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 ana lhstalleu,
the Board of Directors shall be composed
of the following: Ednah W. Remick,
post office address 1904 Thurman Street,
Portland Oregon. e. j. Robertson, post
office address Carter Building, Houston,
Texas. NJ. NJ. Lemann, post office ad-
dress 1lO4 Hibernia Building, New Or
leans Louisiana. of these, Ednah W.
Remick shall be President; c. J. Robert
son President, and NJ. vi. 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
stock present or represented at general
meeting of the stockholders convened
for such purpose, after previous notice
shall have been given i'll the manner
above required to be given at the an
nual meeting of the corporation.
ARTICLE Wifi this corporation
shall be dissolved, either by limitation or
from any other cause, its affairs shall be
liduidated by three commissioners to be
appointed at the meeting of stockhOld-
ers convened for the purpose OF nqulda-
ton and to be elected by the vote of all
rh.II