The herald., 1920-02-12
CHARTER.

es hereinafter named and undersigned
personally came and appeared the sever
al persons whose names are hereunto
subscribed, who declared that, availing
themselves OF the laws of this State rela-
tive to the organization of corporations
they have covenated and agreed, and do
oy 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 in law, for
the objects and purposes and under the
agreements anu stipulations following,
to-wit:-
ARTICLE 1.-The name and title of
this corporation shall be Cummings
Moberly Tie & Land Company, Inc, and
under its corporate name 1t shall enjoy
succession Tor the full term and period
OF. ninety-nine years from and after the
date hereof, aud shall have power and
authority to contract, sue and be sued
TO accept and receive mortgages, pledges
or other approximations; to make and
use corporate seal and the same to
break and alter at pleasure; to purchase,
receive, lease, hold or otherwise acquire
and convey, as well mortgage and hy-
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 anG reissue shares
OF Its capital stock; to carry out all of
the objects ana 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 ana es-
tablish, as well 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;
and generally to do all such acts and
things as trading corporations are au-
thorized to 90 under the laws of the
State Of Louisiana.
ARTICLE 1.-THE domicile OF this
corporation shall he in the Parish of Or
leans, State of Louisiana, and all citi-
tons or other legal process snail be
served upon the President of the Com
pany, or, In his absence, upon the Vice
President, or, in the absence of both
the President and Vice-President, upon
the Secretary.
ARTICLE III.-The objects and pur-
poses for which this corporation is or
ganized and the nature OF the business
10 be carried on BY il are hereby declar-
ed to be: The manufacture of cross ties
and all othSr kinds of lumber; the con-
struction ana operation of sawmills and
all other buildings, manufacturing es-
Establishments ana appliances necessary
and 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; to
construct and operate drainage plants; to
construct and operate commissaries,
boarding houses, hotels, warehouses and
general stores; to acquire the property,
business and good will Of any indiyidu-
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 it
may determine; to acquire and hold, sell,
cucumber and dispose of stocks and
ID nj h..n saWNt. sl.a...
its entire capital stock, or any part
thereof, for property which it is author
lied to acquire, or to exchange its en-
tire assets and business, or any part
thereof, for property, stocks, bonds or
other obligations of other companies; to
subscribe to the stock of other compan-
les; and generally to do any and all
such acts and things as may or shall
the accomplishment of any of tae fore
going objects aud purposes.
ARTICLE IV.-The capital stock of
this corporation is hereby fixed at Fiji
~ Thousand (s5O,000.O0) Dollars, repre-
scented by five hundred $500 shares of
Dollars, per share. The amount Of said
stock may be increased to Five Hundred
Thousand (x500, 00) Dollars.
ARTICLE v.-All the powers Of this
corporation shall be vested in ana exer-
cised by u Board composed of three Di
nually by ballot at u stockholders meet
ing called for that purpose on the first
Monday of February of each year Tor the
next legal day II 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 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
ha m a Al
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-
fled. The Board shall elect from their
number President, a Vice-President 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 oil
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-
safy 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 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 1064 Thurman Street,
Portland Oregon. e. j. Robertson, post
office address Carter Building, Houston,
Texas. NJ. NJ. Lemann, post office ad-
dress 4104 Hibernia Building, New Or
Remick shall be President; G. J. Robert
son Vice. President, and M. NJ. Lemann,
Secretary.
ARTICLE VI-Thiss 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 in the manner
above required to be given at the an
nual meeting of the corporation.
ARTICLE Wilt this corporation
shall be dissolved, either BY limitation or
from any other cause, its affairs shall be
liQuidated by three commissioners to be