The herald., 1920-02-19


PERSONALLY appeared the sever
al persons are nereunto
subscribed, .,cldred that, availing
theh.sci,s iaas OF this State rela-
I've ~ ..d,lOn OF corporations,
they nave ..vd ana agreed, and do
Oy these Pr covenant, agree, bind,
IOIn .-.,c them selves, as well
AS sucn p,isO-- may hereinafter join
or UNCOn4, ated with them, into "A
corporation -o4! polite in law, for
| the oDJecLs purposes and under the
aSr,ei" hts sLpulations following,
tO-wit:-
| AI,IICLA .He name and title of
| TINS CoIpOIa.-0.. snail be Cummings
| MOOeiIy Iie .did company, Inc, and
uhucr ats V.r~.atv name 1t shall enjoy
SUCCESSION iOi $40 Iull term and period
% n4iD.J -i4II.L =. AIS from and after the
uale Hvieo4, snail nave power and
authority ~ Contract, sue ana be sued
40 aCISpt d. N.Ise mortgages, pledges
or OIhef ~ Po.-., cations, TO make ana
use ID EOIPO4-.' seal and the same TO
Dieah anu s.IsSI 81 pleasure, 10 purchase,
receive, has, Ola OF otherwise acquire
ana cOnNey, 40 "vIl as mortgage ana ny
potneCdte un1NI itS corporate name prop
erty uotn IeaI ANA personal and mixed ;
10 DOIIO" nOney ana make ana issue
bonus anu Ol4,I evidence OF debt, and TO
secure lne SAM Oy mortgage and other
Wise, 10 aCquIIN, mold ana reissue shares
| OF Its capItdI stVch; to carry out all OF
the ODJrcts $40. purposes hereinafter set
out; 10 name aIu appoint such managers
ana uirectVis, O44lCUIs and agents, as the
Interest anu cUn, enIence of said corpora
tlOn may Ieq~IIe: ana to make ana
| taDliSh, as we'll alter and amend ut
pleasure, suCAi bylaws, rules and regu-
lauohs Tor tne management and regula-
tlOn OI the dLIaiis OF the corporation as
may De necessary, proper or convenient;
ana general! 10 40 all such acts and
things as tIauInS corporations are au-
thOrILeu 10 80 under the laws of the
State OF Louisiana.
| ARTICLE II.-Ihe domicile OF this
| corporation snail aye in the Parish of Or
leans, State louisiana, and all citi-
tlOns "a oliIOa legal process snail be
| served upon lac IIesident of the Com
pahy, or, Ia ms absence, upon the Wee
| fresldehL, or, III the absence oil both
the President and Vice President, upon
the Secretary.
| ARTICLE Iii.-Ihe objects and pur-
poses Tor wnrcn Inls corporation is Or
ganIzea anu the nature OF the business
10 be earIeu GA ~ II are hereby declar-
Ell TO be: Ine nIanuIacture of cross ties
and All otnsr Anus OF lumber; the con-
| sIructIOn aIu OreiatIon Oh sawmllls and
| all other buildings, manufacturing es-
taDhshments anu appliances necessary
ANA conNciIIent AOr sucn manufacture; to
acquire, nVlu, i,dse, 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; to
construct and operate drainage plants; to
construct anu operate commissaries,
boarding houses, hotels, warehouses and
general stores TO acquire the property,
business and good will of any individu-
ais, firms OF 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,
encumDer anu dispose or stocks and
bonds Of other companies; to exchange
its entire capital stock, or any part
thereof, TOR property which it is author
lied to acquire, or to exchange its en-
tire assets ana business, or any part
thereof, for property, stocks, bonds or
other obligations OF other companies; to
subscribe stock OF other compan-
les; ana generally to do any and all
such acts and things as may or shall
he necessary, conssnIent or proper Icr
the accomplishment OF any OF the fore
going OBJECTS and purposes.
ARTICLE N.-The capital stock OF
this corporation is hereby fixed at Fiji
ty Thousand ($50,OOO.O0) Dollars, repre-
sented by i've hundred (5OOJ shares of
the par value OF One Hundred ($lOO0o)
Dollars, per share. The amount of SAID
stock may be increased TO Five Hundred
Thousand S5OO,VoOO0 Dollars.
ARTICLE Vail the powers of this
corporation shall be vested in ana exer-
cised by Board composed Of three Di-
rectors. Said Board snail be elected an
nually by ballot at a stockholders meet
ing called tor that purpose on the first
Monday of February OF each year Tor the
next legal day il that day be holiday
after que notice given to the stockholders
by mail at least r1fteen days before the
date of said meeting. Each holder of
stock snail be entitled to one vote for
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 sucn 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 a Presioent, "A tice-President and
a Secretary; provided that the Board may
elect such other officers (who need not
be members of the Board of st0ckhold-
ers) as they Think proper or convenient
for the carrying on OF the Companys
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 for
the proper carrying on Of the business
Of the corporation.
Until a 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,
Texas. NJ. NJ. Lemann, post office ad-
dress 1104 Hibernia Building, New Or
leans, Louisiana. OF these, Ednah w.
Remick shall be President; c. j. Robert
son Vice President, and M. N. Lemann,
Secretary.
ARTICLE vI.-Thiss act Of incorpora-
ton may be changed, modified or amend
ed, or the corporation dissolved, by a
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
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
n.xt1 afa Cd hxu nnatr M al IN