The herald., 1920-01-01
CHARTER.

in the contracting, building and construc-
ton business. and for that purpose To
contract for the erection, construction ana
maintenance of buildings, bridges. roads
and highways: and also to engage gen
orally in the manufacturing business and
to manufacture all kinds of building and
road material by crushing or otherwise
treating shells and gravelS, so as to make
the same suitable for commercial purposes
and generally to do such other thing or
things and to conduct such other bust
ness or businesses. either for its own ac-
count or as agent for others, ms may be
found necessary or convenient properly TO
effectuate the aforesaid purposes or TO
enchance the prosperity and the value of
the properties, rights and privileges of this
corporation.
ARTICLE IV.-Thc capital stock of this
corporation is hereby fixed at the sum
of fifteen thousand (S15.O00.0Ol dollars, d.
vided into, and represented by, on" nun
dred and fifty shares. of one hundred
$500 OO) dollars each. Said stock shall he
paid for in cash or its equivalent as pro
vided by law. and in such manner and
mt such time and in such inStallmrntS rs
may be prescribed by the Board of Ri
rectOrs. The capital stock may be IN
creased to fifty thousand (SJ0.OOOOO) dol
lars to be represented by five hundred
shares Mt one hundred ($l00.0O) dollars
each. All stock of this corporation shall
be full paid and worcestershire. ana shall
he represented by cPrtlncatcS OF Sutn Ioflh
as the Board of Directors may determine.
signed by the President or Vice President
and the Secretary Treasurer, and sealed
with the seal of the corporation.
ARTICLE V-The stock of this cor
pOratiOn may he transferred only on the
books of the corporation, and subject 4"
such regulations and fOrmalitieS as may
he prescribed from time to time by the
Board of Directors. No stakeholder shall
be permitted to sell. or otherwise dispose
of his stock without first offering til"
same in writing to the other stockholders.
through the Board of Directors. mt price
not exceeding the book value thereof aud
the stockholders shall have an option ard
first right to purchase for cash all the
shares OF stock to be thus disposed of by
sale or by the death. resignation or other
wise of any of the stockholders of the cor
poration. and shall have a period of ten
days within which to accept or to decline
/ such offer of stock.
Upon the failure of said Board of Di-
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 ut liberty TO
| sell or otherwise dispose of his said
| stock i'm such manner and at such price n
/ he or they may see fit. But the stock OF
| this corporation shall be non negotiable
| and nOn-tranSferable, except under the
I
| set forth. and no transfer of stock what
| soeyer shall he 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, Board of Directors com
posed of not less than three nor more
than five stockholders, two of whom al
| all times shall constitute quorum fol
the transaction of business. The Di
| rectOrS of this corporation may vote in
| person or by written proxy at any of tn,
| 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 $. We'll, New Orleans, La.
These directors shall serve until tn,
| second Monday in November. 1920. or un
| til their successors shall have been elected
and qualified. The directors shall b,
| elected annually by the stockholders mt
meeting of stockholders, to be held on tn,
first Monday in November each year
Notice of such meeting shall be giveI
I fifteen days prior to the date thereof il
| writing, and shall be sent to each stock
holder at his last known address. Eacl
| stakeholder shall at such annual mees
| ing or other meeting, general or special
be entitled in person or by proxy to on,
vote for each share of stock owned by
| him. Elections shall be held under Sucl
rules and regulations as may, from time
to time, be prescribed by the Board o.
| Directors.
| The Directors, when elected. shall holj
| office for one year, or until their sue
ceSsOrs shall have been elected and quail
fled, and failure to hold the annual meet
| ing or stockholders or to elect annual,
the Directors shall not operate the for
| fixture of this charter or of any right,
| hereunder. Any vacancy occurring in tn,
| Board of Directors may be filled by III,
remaining Directors for the unexpireC
term.
Immediately after their election eacl
year, the Directors shall meet and selec
from their number President, a Vice
| president and Secretary Treas urer TIL,
first officers of this corporation who shall
hold office until the second Monday II
| November, 1920. or until their successor,
| snail nave been elected and qualified shaI
be: Emilio Cue, President: Herbert s
wen, wee, PRESIDENT; Curtis l.. Waller
Secretary Treasurer.
ARTICLE VII.-This charter or Act n
Incorporation may be changed. modified
altered or amended by and with the con
sent or two-thirds of all of the outstand
ing stock at any meeting. general or she
eIal, called Tor that purpose, subject onl,
10 such limitation as may be provided H.
law This corporation shall have IN
rlght to increase or decrease its capita
STOCK, as hereinbefOre set out. and any in
crease or the capital stock to an amoun
exceeding that named in Article Nv n
the amount to which the capital stocl
may be increased, may be made Inv
tnree-fourths vote of all the outstandin,
stock. '''iiu iii
ARTICLE VIII.-Notice of any and n,
meetings referred to in this charter or 70
CURED by law, shall be given in the man
ner provided for the giving of notices h
case or election, unless the same shat
have been waived. '""'
ARTICLE IX.-In case of the uouido
tion, dissolution or termination of tbi
cnarter, by limitation or otherwise. IN
a1Ialrs OF this corporation shall be lioul
dated by one or more liquidators eIecte
Dy the stockholders who may provide IN
nunnper OF such hquidatOrs, and who ma
vest them with such power and authorit
as may by law be permitted. and VIII
shail NIX the terms and conditions o
Whlch they shall serve, as well ms tbei
compensation. and who may provide tina
In case of the disability of any ono n
sald nquidatOrs (if there are more tba
one) the remaining liquidators NAV NJ
tne vacancy or continue to act on bebol
Of the corporation.
ARTICLE X.-No stakeholder of tbi
corporation shall be liable or responsibI
Lor any acts, Liabilities. contracts, debt.
OF Iaults OF this corporation or of an
, of its stockholders. nor shall anv MGR
informality in its organization have IN
effect or rendering this charter null O
OF exposing a stakeholder to any liar Il
lty beyond the unpaid balance due on IN
stock held by him. WI '''
ARTICLE XI.-The subscribers beret
have written opposite their respectiy
names the number of shares subscribe