The herald., 1920-01-15
CHARTER.

~ tha Contracting. building and cOnstruc-
tion business and for that purpooe w
contract for the erection, construction an
maintenance of buildings, bridges, roauS
I Ljghwovs. and also to engage gen
croIIv in the manufacturing business anu
10 manufacture all kinds OF Duliuins am
road material by crushing or oth'I " ~,
treating shells and gravels, so as 10 man ,
tho same suitable for cOmmerclal purposes,
anJ generally to do such other thlhE OF
tbjngS and TO conduct such other DUST
moss or businesses, either Tor It's own a
count or as agent for others, aS may "o
found necessary or convenient pIoi'r or 70
aSfactuatA the aforesaid purposes or 10
encbance the prosperity and the NalHe Vi
Tho nronerties rights and privileges OF thls
corporation.
ARTICLE IV.-The capital stock of TINS
cornoratiOn is hereby hNed AT the sun
of tiftepn thousand (SlJ,OOoOo) dollhrs, VI
vided into. and represented by, one nun
dred and fifty shares, OF one huh ~ -,
Istoo on dollars each. Said stock Shall ne
laid for in cash or its equivalent as pr
vided by law, and in such manner anu
at such time and in such lnStalliii'ntH "a i'
NAV be prescribed by the boaru vi "a
raciors The capital stock may De IN
arooSnd 10 fifty thousand ($J0OO.OO) doi,
larS IN he represented by hye huhnreu
shares at one hundred ($lOO.OOl dol,arS
Zach All stock of this corporation snn nii
no fnIl maid and worcestershire, ana shah
,e I.o,,rasontad nv certificates of such form
oS tho Roard of Directors may utlerIlin'
Stoned nv the President or Vice PresldehI
and the Secretary Treasurer. ana seaieu
with the seal of the corporation.
ARTICLE V.-The stock of tins cor
marathon may be transferred Ohly on 'i'e
hooks of the corporation, ana supJe'I ~
such regulations and fOrmalities as may
no nrescribed from time to time ny t,I ny
Board of Directors. No stockholue, snuii
he permitted to sell, or otherwise ulsPorse
Of his stock without first offerlhS the
same in writing to the other STOCKHOLDERS
tbroupb the Board of Directors. at a price
not exceeding the book value thereof anu
the stockholders shall have an opuon anu
first right to purchase Tor cash an the
shares of stock to be thus dlSposeu oL U!
sale or by the death, resignation or other
wise of any of the stockholders or the cor
poration, and shall have period OF zen
DAVIS within which to accept or TO decline
such offer of stock.
ITnon the failure of said Board of d.
rectors or the stockholders to exercise
within tho time stipulated the option thus
granted to them, the stakeholder VINO de-
sires to sell or otherwise dispose or MS
stock Tor his heirs) shall be at liberty TO
sell or otherwise dispose of his SAID
stock in such manner and at such price a.
| he or they may see fit. But the stock OF
| this corporation shall be non negotiable
and nOn-transferable, except under the
' conditions and stipulations hereinabove
/ soeyer shall be binding upon this cor
poration until and unless made upon its
4 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 a quorum for
the transaction of business. The III
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 at
! meeting of stockholders, to be held on tn,
first Monday in November each year
Notice of such meeting shall be giver
fifteen days prior to the date thereof il
writing, and shall be sent to each stock
holder at his last known address. Eacl
stockholder shall at such annual meer
ing or other meeting, general or special
be entitled in person or by proxy to on
vote for each share of stock owned b,
him. Elections shall be held under sucl
rules and regulations as may, from tim
10 time be prescribed by the Board O
Directors.
The Directors, when elected, shall hol,
offlce for one year, or until their sue
cessOrs shall have been elected and onaIi
, fed, and failure to hold the annual meet
ing OF stockholders or to elect annual,
the Directors shall not operate the for
TEXTURE of this charter or of any right
hereunder; Any vacancy occurring in tn
remaining Directors for the unexpire,
term. pm "
Immediately after their election eacl
year, the Directors shall meet and selec
PRESIDENT and a Secretary Treasurer. Tn
nrst offlcers of this corporation who sha,
nold oiflce until the second Monday Il
November, 1920, or until their successor
snaii nave been elected and qualified shall
pc: Emilio Cue, President; Herbert s
Meil Vice-President; Curtis l.. Waller
Secretary Treasurer
ARTICLE V1I.-This charter or Act n
incorporation may be changed, modified
Altered or amended by and with the con
sent OF two-thirds of all of the outstand
ing STOCK at any meeting general or sne
clal, called for that purpose, subject onl
70 such limitation as may be provided h
Jaw. rms corporation shall have tn
rignt 10 increase or decrease its capita
stock, as hereinbefJre set ont. and any in
crease Of the capital stock TO an amonn
exceeding that named in Article Nv n
the amount to which the capitaI stocl
may be increased, may be made bv
stock. ' ou'S'anuih
ARTICLE VIII-Notice of anv and n,
meetings referred to in this charter or re-
lulred by law, shall be given in the man
ner provided for the giving of notices 4
Ease or election, unless the same sbal
have been waived
ARTICLE IX.-In case of the Iiop;da
uon, dissolution or termination of hi
c9after, by limitation or otherwise. IN
lIalrs OF this corporation shall be lioui
dated by one or more liquidators eIecte
oy the stockholders who may provide tn
NUMBER OF such liquidators, and who ma,
vest them with such power and authorit
rs may by law be permitted, and VIII
nnaiI nX the terms and conditions O.
Nnlcn they shall serve, as well as tbei
compensation, and who NAV provide tho
,n case OF the disability of any ono q
said liquidators (if there are more tba
nhe) the remaining liquidators NAV nj
no vacancy or continue to act on bebal
Of the corporation. v" 0e""'
ARTICLE X.-No stakeholder of tb;
corporation shall he liable or resnonsihI
'or any acts, liabilities, contracts debt.
or FAULTS of this corporation. or Of an
or Its stockholders. nor shall anv NOR
informality in its organization have m
erect or rendering this charter mil n
OF exposing a stakeholder to any Iia, Al
ity beyond the unpaid balance due on IN
stock held by him. vi
ARTICLE XI-The subscribers beret
nave written opposite their respectiv
names the number of shares subscribe