The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-29
CHARTER.


in the contracting. building and construc-
ton business, and for that purpose 10
contract for the erection, consul an.
maintenance of buildings, bridges, roaus
and highways; and also TO engage gen
erally in the manufacturing business anu
to manufacture all kinds of building ana
road. material by crushing or otherwise
treating shells and gravels, SO AS 10 man.
the same suitable for commerc1al purposes,
and generally to do such 0ther thihs VI
moss or businesses, either for lts own nc
count or as agent for others, as may De
found necessary or convenient properly
effectuate the aforesaid purposes or 70
enchance the prosperity ana the Sal s a,
the properties, rights and privileges OF TINS
corporation.
ARTICLE IV.-The capital stock of this
cornoration Is hereby fixed at the sum
of fifteen thousand (s15,O0O.OO) dollars; di-
vided into, and represented by, one nun
dred and fifty shares, OF one NUM- NUM- ~
(S1OOOO) dollars each. Said STOCK shalI oe
paid for in cash or its equlValenI Dc pI n5
yided by law, and in such manner anu
ut such time and in such installments as
NAV be prescribed by the Board OF III
rectors The capital stock may o De III
creased to fifty thousand (S5O,Vo.Vol aoi
lars, to be repfe me6red P 5s,o0 oM dollars
each. All stock of this corporation sha,
he full paid and worcestershire, ana shaII
be represented by certificates OF suen I9rn
as the Board of Directors may determine,
signed by the President or vice Preslden.
and the Secretary Treasurer. and sealed
with the seal of the corporation.
ARTICLE y.-The stock of this cor
noration NAV be transferred only on the
hooks of the corporation, and subject 10
such regulations and formalities as may
be prescribed from time to time Dy tne
Board Of Directors. No stocRholdeI shaii
oil nth
Of his stock without first offering the
same in writing to the other stockholders
through the Board OF Directors, at price
not exceeding the book value thereon, ana
the stockholders shall have an optlom anu
first right to purchase for cash all the
shares of stock to be thus disposed or by
sale or by the death, resignation or otner-
wise of any of the stockholders OF the COR
poration, and shall have a period OF ten
days within which to accept or 10 uechne
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 VINO de-
sires to sell or otherwise dispose or MS
stock (or his heirs) shall be at liberty to
sell or otherwise dispose Of his said
stock in such manner and at such price as
he or they may see fit. But the stock OF
this corporation shall be non-negotiable
and non-transferable, except under the
set forth, and no transfer Of stock what
soeyer shall be binding upon this cor
poration until and unless made upon Its
books.
ARTICLE vI.-The corporate powers or
this corporation shall be vested in, and
exercised by, a Board of Directors COM
posed Of not less than three nor more
than five stockholders, two Of whom AZ
all times shall constitute a quorum for
the transaction Of business. The d.
rectors Of this corporation may vote in
person or by written proxy at any of the
meetings of the Board of Directors.
The first Board of Directors of this
company shall be composed of the fol-
lowing:
Emilio Cue, Bay st. Louis, Miss.
Curtis l.. Waller, Bay st. Louis, Miss.
Herbert S. We'll, New Orleans, La.
These directors shall serve until the
second Monday in November, 1920, or I'M
til their successors shall have been elected
and qualified. The directors shall be
elected annually by the stockholders at a
meeting of stockholders, to be held on the
first Monday in November each year.
Notice Of such meeting shall be given
fifteen days prior to the date thereof in
writing, and shall be sent to each stock
holder at his last known address. Each
stakeholder shall at such annual mee,-
ing or other meeting, general or special.
be entitled in person or by proxy to one
vote for each share of stock owned by
him. Elections shall be held under such
rules and regulations as may, from time
to time, be prescribed by the Board of
Directors.
The Directors, when elected, shall hold
office for one year. or until their sue
cessors shall have been elected and Quali-
ned, and failure to hold the annual meet
ing or stockholders or to elect annually
the Directors shall not operate the for.
feiture of this charter or of any rights
hereunder. Any vacancy occurring in the
Board OF Directors may be filled by the
remaining Directors for the unexpired
term.
Immediately after their election each
year, the Directors shall meet and select
from their number a President a Vice.
president and a Secretary Treasurer. The
nrst officers of this corporation who shall,
hold office until the second Monday in
NoyemDer, l92O or until their successors
shall have been elected and qualified shall
pc: Emilio Cue, President Herbert 3.
wen, vice, President; Curtis L. Waller,
Secretary Treasurer
ARTICLE vII.-This charter or Act n,
incorporation may be changed. modified.
aItered or amended by and with the con-
sent OF two-thirds Of all of the outstand-
ing stock at any meeting, general or spe
car, called Tor that purpose, subject only
70 such limitation as may be provided nv
law. This corporation shall have tn
" .nredse OF decrease its capital
STOCK, as hereinbef.re set out, and any in
crease Of the capital stock to an amount
exceeding that named in Article ~ as
the amount to which the capital stock
may pc increased, may be made by a
stock. outstanding
ARTICLE VIII.-Notice of any and oil
meetings referred to in this charter or 70.
quired by law, shall be given in the man
ner provided for the giving of notices in
case or election, unless the same shall
have been waived '""''
ARTICLE KIN case of the Bou;do.
tion, dissolution or termination OF this
charter, by limitation or otherwise the
s1Iairs OF this corporation shall be iiouf-
eated oy one or more liquidators elected
oy the stockholders who may provide the
numDer OF such hquidators and who NAV
VEST mem with such power and authority
as may by law be permitted, and who
shall fx the terms and cof'dition. ON
which they shall serve, as well as the,r
compensation, and who may provide that
IN case OF the disability of any ono NJ
said nquidators (if there are more than
ohe) the remaining liquidators NAV All
eee vacancy or continue to act on behalf
OF the corporation. oe"ai
ARTICLE X~No stakeholder o, th,,
corporation shall be liable or Responsible
Tor any acts, liabilities, contracts debts
y. iauits OF this corporation or of anv
; a.. its stockholders, nor shall any mere
effect or rendering this charter mil ' ne
OF exposing stakeholder to anv iia, a.
~ peyond the unpaid balance due on the
stock held by him. "e VII the
ARTICLE XI.-The subscribers bereto
nave written opposite their resnocttro