Newspaper Page Text
February 19, 1913.
CHARTER O1" "I.Ol ISIANA IIEALTIIATORIUM, INC('." STATE 'I F 1 ItI,'SIANA, PARISH OF OR I.IAN. 'ITY OF NEW ORLEANS. iB, it known, that on this nineteenth day of the muonta of February, in the year of .i r Iourd nineteen hundred and thirteen, 1.-fore me, Clifford M. Eustis, a notary pub l in an l for the parish of Orleans, state of Louilana, 'duly commissioned and quall tied, and in the presence of the witnesses herieinafter named and undersigned person ally came and appeared the persons whose names are hereunto subscribed, all above the) full age of majority, who severally declared that, availing themselves of the provisions of the laws of the state of Louisiana, relative: to the organization of corporations, they; have covenanted and agreed and do, by these' presents, contract, covenant and agree, bluc, and obligate themselves, as well as such persons who may hereafter become an-soci ated with them, to form and constitute a corporation and body politic in law for the objects and purposes hereinaft.-r stipulated; and under the following cond,tions, which they hereby adopt as their c(hart.-r, to-wtl: ART 'ILE I. The name and title of this corporation shall be "Louisiana liealthatorlium, Incor porated." Its domicile shall te. in the city of New Orleans, state, of Louli$ana, and it shall have and enjuy ts..,esel',n by Its cor porate name for a period of ninety-nine years from the date hereof. This corporation sha.l have power and authority to central t, ite and Is suel In its (-orporate name; to make and use a corpor ate seal; to hold, receive, lease, acqullre and purchase real and personal property, alcs to l.ase or sub lease, rent mortgage or plel.:e real and p rso.nal prloperty and '.o l..rrw money and is-sue tindIs, notes and ooher e, ligations. and shall exercise all of the pr,, ers and privileg0s grunted by law to cor porations of a asimilar natlure. ARLTIl'lE: II. All citations or other legal prof,' shall be served uimon the president of thles uor poration, and in the event of his absence or inalDllty to act, upon the viceprhesident, or in the event of the aleence or Inabillty to act of both, on the neeretary-treasurer thereof. ARTICLIE liI. The objects and purlHsses for which this corporation is organized, and the nature of the business to be carried on by it are here by dcltlared to be: To engage in tile business of and carry on, in the city of New tOrleans and elsewhere. a sanitarium for the care and treatment of all diseases, 11 health, Infirmities, etc. in conformity with the provisions of the con stituted health and sanitary laws of this city and state; to maintain and operate a gymnasium and baths, physical culture ap paratl. electrical appliances and otherwise, for the use and treatment of patients; and to do and perform everything necessary and proper or related thereto. ARTICLE IV. The capital stock of this corporation is hereby fixed at the sum of ten thousand dollars ($10,000.00), to be divided into four hundred (400) shares of the par value of twenty-five dollars ($25.00) each; the said shares shall be issued at par, full paid and non-assessable, and which shall be paid for in cash, or its equivalent, at the time of subscription. Each ptockbolder who desires to sell his stock, or any part theredf, must first give written notice to the corporation of such de sire, and allow same to be purchased by this corporation at the book value. This offer must be accepted by this corporation after ten days of such written notice, and In the event this corporation does not accept said offer at the end of said specified time, then the holder of said stock shall have the right to dispose of same on the open market. This corporation shall be authorized to commence business as soon as three thou. sand dollars of its capital stock shall have been subscribed for. ARTICLE V. All of the corporate powers of this cor poration shall be vested in and exercised by a board of five directors, who shall be stock holders. Three directors shall constitute a quorum for the transaction of any bust ness. The board of directors shall be vested with full power and authority to make all contracts, purchases and sales and adopt all by-laws, rules and regulations for the gos ernment of the business and affairs of this corporation and alter, amend and change the same at pleasure; to appoint, hire and dis charge all osecrs, agents and employees, fix all salaries, and generally do anti perform all things necessary in the transaction of the business and affairs of the corporation. Any vacancy occurring in said board shall be filled by the stockholders in the manner a provided for in the election of directors. The first board of directors of this cor poration shall consist of rederictk W. Gaul den, J. Barr Jordan, Malcolm I. Pardee, Clarene Weems and Charles A. Chandler ; with Frederick W. Gaulden as president Malcolm I. Pardee, as vice-president, and Charles A. Chandler as secretary-treasurer, who shall bold their odees until the second Monday of January, 1914, or until their socessors are duly elected and qualified. On the second Monday of January, 1914, and annually thereafter, an election for directors shall be bheld at the ofce of this corporation, nuder the supervision of three cemmissliones td be appointed by the presl dent and the disetors then elected shall take their seats Immediately and shall bold aebee untl their successors are duly elected and quallfed. Each board shall elect its own eicers. which shall consist of a president, a vice. presddent and a secretary-treasurer. All rpoat electlons shall be by ballot, sad a majority of the votes cast shall elect, and each share of stock shall be entitled to one vote, ether in prson or b proy. Written notice of lctlons shall be given to each stockbolder by the secretary-tre arer, at least ten days prior to elections. The board of directors shall have the pow er to issue fall pid etock of this corporation for as, or in 0pament for services or labor rdoare or done for the corporation, or for property actualr reeived ije corporation. The sectary-treasrer sill akeep a set of bookb eowirn the daily receipts and dis buremPmat of te fundas of this corporation and shall make dally deposit of receipts in sc bank or banks to be designated by the board dof drectors. All chedks or vash ere ined aist the funds of this corpora tion shall signedb by the prlesident and by the rary-truera. TClE vII. Tbis et of tiecorporatlon may be changed, ltee, medtied or amended, or this corpor ation doved, with the esent of thre fourths o the sto present or represeanted at a Ueal tieg of stokholders con ene that prs aftr thirty das'l Sgiven b t ublentle In one of the dally n aape Ished in the city of New Odaan t s tlr pUthatue drlg aMd pegrd such change ds as may be made In referece to th eapital stodk shall equire in edditien ten days notice in writing to each steebbelder ATEr VIII. Whneve th corporaeton is dissolved, either by Imitatina Its chart , or by or from any other sae. its af9as shall be Mdated by thae maisloers to be mp t from usoag the stckbolders, at a i therebat convened for that purpose after ten days' prior notice shall have been gtwo by dte wesetary-treasurer to eaeh S . id eomlmiseneru shall el main t ee until the rantes of aid eoi pa desti n shall have ben lly IIquiated. I eae of dath a n e ca emmlslener, the mar. vires ra srrviver shall aonthiue to act. CJ~I IL No stoekholder of this eoporation shadll ear be held IIable or rmpenible for the setractse a hults theret on any fartber than the umpaid balance due to the cor paatisa en the ehares of stock owned by n or her, nor shall any mere lnformality I aou satin hereof haver the effreet of re" ert thL harter nll, or of axposing any pad balan ea e stock. Thea done and pased In my oedc, In the city f New Orlens stats afoesaid, o the day, mth and year herelnbefore first writ t in th preseace of Wlluam J. 1olden Mud Jha L IPelk, copetent wtn of lrafl ag ad redentsa of tds city, who hereuawto smbrbe their names, together aer due reng of the whole. Orinal s1gned: Charle A. Chandler and eths Witntroe: John L. FPal and W. J. C. . NTl8, Not Pub I, the ndalgced recorder of mortgage, i ad or the paridh of Orleans, state of Louado hb certify tht the abo and frosn at of incorporation of the ouiiana N ithatorium. Inc, wau this day folo IUW,_ New O~!r March 12, 1913. C .V. EUNIDS, Not Pub. mrch 8 a ? ar t 10 1? CHARTER MAGWI CONI9tUCiTION COiMBNY, UMITaD. UNRTUD UTAIUS OP AMURICA, STATE O . OI IBA . PAalSH O O it oews,. that ea ths Tth yof Uarc_ in the yea of ea Lord ce he tn ce blansi md stl in e nd Per bhe ganization of corporations and especially Act 36 of the Scnsion of 1888 and Acts 78 and 120 of 1904. they have covenanted and agreed and do by these presents agree, bind themse.lves, their successors and form them selves Into and constitute a corporation for the objects an- purposes following, to-wit: The name and title of this corporation shall be "EIAL.E t'ONSTRI'"TION COM I'ANY. LI.MITEDI." and under said corpo rate name. It shall have all the powers and authority granted by the laws of this state and n-.' expressly withheld therefrom; it shall iv-r the power to sue and be sued. and all .itation shall issue in the manner now provlded by law or hereafter to be pro vled . It shall have a corporate seal with ipow:" to amendl the same. The obje'ts and purposes of this corpora tion are tsplr ally to bid ulton. accept and e,.-ve or, rc.ts for work of all kinds and in thie performance thereof, the said corpo ra'i-,n shall barve ipower to purci(tse real or Ilp-rs,,na: property and the same to hold at its cons nience. The dmtnille of this corporation shall be in the c(ty of New Orleans, state of Loulsi anti. '1'h" c:apital stock of this corporation shall S' t(centy tive thoniand and 00/100 dollars, d ildd-l In two hundred and fifty shares of the ipar value of one hulndred dollars each, and thuI corporation shall co(nl-lluencec bust nets nlild.r the provisons of the law. The .w-,wers of this corlporation shall be exercised by a beard of directors to le corn lised of thln e nuenliers, stockhohlders of the ,:'iuration : theil oicers of this corporation shall c,,nlist of a pr-sident, vice-president. st.'retary and a treasure.r and elithr thei silti si retatry or treasurer mnay le inmployied and not ie a menilier of the corporation. Miore than tne office may tei held by onei Ilnielller f the Ioiiardi. I ffi ers and dlr;ectors hall 1 l It'iele d Ininledilatielv after the sl:n i.i hi.ref. and annually thereafter on the " anld M1. nday if March. In all easI s of absence., Inalility or n"on c.i tfrlianre of duty, the iiajrity of the !.,ari of diretll ors are eolllltwere liito aippolint a -wll.,i-or to t ill a short term or for the unexplrired term of such officer uinable or re ifuin ti tI at. This colporallon shall exist for a term of twenty -live years or until liquidated In lthe nianner providell by law. Any stock srlruTrl-.ed for and not paid iupon call Illale in writing In the imanner to I. l determined iby a majority of the board of direc.tors shall bi, forfeited and a subl si.riter to stock in this corpolration ace.pts thie satne siihjet to this cotndition. Iliiuldatlon upon demand of two-fifths of stock issued. No stock held as treasury stii,k sold except upon vote of four-fifths of - tou,,k Issueld, in meeting called for that pur '1Thu done and passed in my office In the city of Neiw (irleans on the (lay, month and year aforesaid. In thie presence of Olivia ltinderle and E. it. Mabay, male witnesses over the age of fourteen years, residing in this parish, who have signed their names with the said parties and me, notary, after due readlng of the whole. (Original signed) : Names of subscribers and subscriptions omitted. (Witnesses): (Ilivla itinderle. E. It. Maliay. W. W. Yot-sN, Xot. Pub. I,. the undersigned, recorder of mortgages, in and for the parish of Orleans, state of l oulisana, do hereby certify that the above and foregolng act of incorporation of the I'Eagle c4onstruction Company. Limited." was this day duly recorded in my office, in book 10R., folio -. (Signed) EMILU J. LEONARD, D. R. (Seal) A true copy of the original. (Signed) W. W. Totr.-. (Real) Not. Pub. inch 13 20 27 apl 3 10 17 1913 ('CIAITER OF TIlE "LOUIS c;OLbtSTEIN & SONS CO." UNITED STATES OF AMERICA. STATE OF IOIISIANA, i'ARISII OF OiLt].ANS, CITY OF NDW OIILEANS. Be it known, that on this 18th day of the month of .March. in the year of our Lord, one thousand nine hundred and thir teen, and of the independence of the United States of America. the one hundred and thirty-seventh, before me. Edgar Mayer Cahn, a notary public., duly commissioned and qualified, in and for the City of New Orleans, State of Louisiana, therein resid Ing and in the presence of the witnesses hereinafter named and undersigned person ally came and appeared the parties whose names are hereunto subscribed, who de clared, that availing themselves of the pro visions of the laws of this state relative to corporations, they have covenanted and agreed, and do, by these presents covenant and agree, and bind themselves, as well as such other persons as may hereafter become associated with them, to form and consti tute a corporation, and body politic in law, for the purposes and objects, and under the stipulations and articles and conditions, fol lowing, to-wit : ARTICLE I. This corporation shall be known as the "Louis Goldsteln & Sons Co." and its domi clue shall be In the city of New Orleans, state of Louisiana. The president of the board of directors thereof, or In his absence. the vjce-president, shall be the proper per son on whom citation or other legal pro cess shall be served, and said corporation shall exist, and have and enjoy succession under Its aforesaid corporate name, for the full term of ninety-nine years from and after the date hereof, and shall have power and authority to contract, sue and be sued In Its corporate name, to make and use a corporate seal with such device, as may hereafter be determined upon; the same to break, alter or amend as might be deemed proper; to make and establish such by-laws, rules and regulations for the proper man agement and regulation of the stairs of said corporatlon as may be necessary and proper, and the same to change, alter and amend at pleaaure; to t-rrow money, make notes, bonds or obligations and to pledge Its capital stock; to hold lease, receive, purchase and convey as well as to mortgage and hypothecate, under its corporate name, property both real and bersonal. ARTICLE II. The objects and purposes of this corpor ation are tq conduct and transact the busl aess of wholesale dealers In dry goods no tlons, furabshlang goods and other artilcles to take over, acquire, succeed to and con duct the business and assets and good will of the firm of Louis (oldsteln & Sons, of New Orleans, La., and generally to acquire and transact any other buslnes Inclidental to or connected with the general objects of this corporation as herein set forth. IARTICLE Ill. The sapital stock of this corporation is hereby axed at the sam of two hundred thousand dollars ($200,000.00), to be repre sented by one thousand (1,000) shares of preferred stock of the par valne of one hun dred dollars ($100.00) each, and one thou sad (1,000) shame of common stock of the par value of one hondred dollars ($100.00) eaeh. This corporation shall be a going eoncern as soon as sIty thousnad dollars ($60,000.00) of its capltal stock shall have been subscribed for. The board of directors shall have the right to isue common stock for cash, or for servlces rendered, merchan dise, mproperty or other valuable eonsidera tions, entrlng to the corporation as they may see fit; but preferred stock shall only asue for cash payable at such timea as the board of directors may call for same. ARTICLB IV. The other condltlions, lilmlitatlons anud pro visions under which preferred stock shall be issroued are hereafter enumerated: The holdern of the preferred stock shall be entitled to receive out of the net proflts of the corporation a fled dividend of seven (T) per cent, per annum payable quarterly, vis: ,st of January, April, July and Octo ber before any dividead cn be paid or set aside on or for the common stock for the period theretofore elSped. The prlnacipal or pat alue of said preferred stock with cumulative dlvldends thereon at seven (7) per cent per annum from date dividend should have been paid and arrears of inter eswt oa such dividends as herelnatter fxed, shall be paid in full ont of the assets of the company in preference to ay of the com mon stock, ian the event of the liquidation of this corporation from any cause and before any distribution cean .be made of the capital among the holders of the common stock. The dlvlddends upon the preferred stock are to e cumulative, and bear 6 per cent lnter et from their maturity date, as herelin pro vided, compounded nally, so that It for any period or periods the aid dividends are not paid, the right thereto shall cumu late against the common stock: and all ar rears of such dividends so cumualated and lterest thereon as herein provided, must he paid Ifore dividends a be paid oa the common stock. The preferred stock shall not be entitled bowever to paelcpate in any other addltlonal earnlng dlvdenda or proutr The rkhbt of the bolder of pre ferred stock to be credited wtth divideade shall commenee from the date of actual pay ment of sueh stock. The board of directors shall have the right and option of retiring the preferred stock in whole or tn part at any time, and from time to tlme-after one year from the date of the charter-- t the pries of one hundred and fiteen dollars $115.00) per share in addtloa to the camlated dvi dends sad terest thereon, as hereilabve provided for. Snch retirement shall be at the option of the board of directors anad shall be aeeted by payment oat of the Ss funds; and in no ease shall sueh srr etock be retired nlder ciremam anc a womald rodue an Ilmaimen o- t e atptr to of tBis cooration, the oplt t ngemma stock to he the worth .no ls th n p 8anc retlrement or re. witin i the baum of m m abk sll man, aftar ihwn by let, In t pm ance of the board of directors. Upon such notice, all dividends, interest and arrears shall cease with respect to such retired stock. ARTICLE V. All the corporate powers of this corpor ation shall be vested in and exercised by a board of directors eleven (1 in number. all of whom shall be stockholders, to be elected on the first Monday in April of each year, comnmencin with the first Monday of April, 1918, witi the understanding, how e.vet, that the first Iboard of directors to be selected by the stockholders under this char etr as well as the first set of officers, there of, to-wit: A president, a vice-president, a secretary and a treasurer shall hold of fice until the first Monday in April. 191%. -on the date last named, said election shall I take place and annually thereafter. I Until the preferred stock shall have been retired in full, the common stock shall elect seven It) of these directors, and the pre ferredl stock four 40 of the directors. WihenI the Ireferred stock shall have been retired in full, the common stock shall elect the entire eleven directors. I'pon the signing of this charter, the subscribing stockholders thereto shall elect the first board of dlirec tors to serve until the first Monday in April. I 191 and said board shall thereupon. and from their own nirtnlcle. elect a president. vli.e-presidelnt, secretary and tre'asullrer, for a like pe riod. It shlnil tI competent. how .ever, for tile board of directors to unite any two of saidl offierI in one person. File 'I,, of said board shall Institute at quorinu for the transaction of coirporate busine.s. AltTTICLE: VI. Said board of directors shall remain in I o ·file from the date of their election. for tilhe term of their respective offices. or until their e .'' oirs halve Icsen cliho-.n and llaliitiel. Thl' election for directors shall be. by hallot, and the majority in amanllnt of stoickholldehrs voting whether in person or by proxy, shall elect the' Ipersons for iwhomn they are, c:ast. Eac'h share of stock voted upon, wheth ter c'lomon or prieferred. to Ie counted for onlie vo':. After each election, the board so ele-ited shall elect from their own number the officers above named. The loalrd of directors shall give at least ten days notice by mail of the' election of directors, and shall apipoint one or more I stockholhers to l'preside at sutch election. Any fatilr' from any cause whatsoever to I elect directors on the day named for that puIrpose, shall not dissolve this corporation, but the directors and officers then in office shall hold over until their successors are chosen and qualified. The board of directors shall have full rpower and authority to fill vacancies in their numtls'r, caused by death, resignation or otherwise. The said board is further aucthorized to frame and adopt such by-laws. rultes and regulations as tile affairs and bus a Iness of the company may require, and It may deem necessary, for the conducting and 1 management the'reof. provided the salne does Snot cnflict with this charter, and the laws r of the state of Isouisiana, and those of the UInited States; to name and appoint . managers, fix their compensation and tc'rms of employment. as well as other agents andi employeees, as in its discretion may sey m tit and proper, as well as to fix the salaries I, and terms of employment of all other eom f cers and employees, clerks and assistants. e The board of directors are specially vest e ed with the pow'er to acquire and purchase sulch property or bulsiness or good will, or o all of these from Individuals, firms, or ether corporations, as said board of directors may .leetn advlistile and proper and at such itrices and ao such terms as they think best, and to, pay therefor in the full paid coml mon capital stock of the corporation. This power to lpurchlase and acquire to hse exer i'Ised by said board without the necessity of referring to the shareholders for au t htorization. Hlolders of preferred and common stock may vote at all stockholders' meetings. either in person or by proxy, each share cast to be counted for one vote. ARTICLE VII. This charter may be amended, modified, or altered, or this corpor ation dissolved, at a general meeting of the stockholders con venIsl for that purpose with the assent of the majority of the stock which may be is siled present or represented at such meet ing. Thirty days notice of such meeting I shall be given by mail to the stockholders of record. In case of dissolution or ter mination of this corporation, the liquida tion of its affairs shall be conducted by three commissioners selected in like man ner and by like vote, and assent at a meet Ing called as above for that purpose. In the event of the death or resignation of any of said commissioners, or vacancy occurring in their number from any cause whatsoever, the two surviving commissioners shall have the full power to proceed with their func tions or 11il the vacancy, as they may elect. ARTICLE VIII. No stockholder shall ever be liable or responsible for the debts, contracts, or faults of this corporation, for any further sum than the unpaid balance due on the shares of stock subscribed for by him or owned by him: nor shall any Informality in the or ganixation have the effect of rendering this charter null or of exposing a stockholder to any liability beyond the 4nount of the un paid balance on his subscription to the stock. ARTICLE IX. -Should any stockholder or stock-owner, common or preferred, desire to sell or dis pose of all or any part of said stock, or º relinquish his interest in the corporation. or desire to terminate or dissolve the same, he shall first tender such stock through the board of directors of this corporation, for purchase, to the other stockholders, and º the other stockholders shall have the pre r ferred right for ten days to purchase the º stock so tendered, as the price shown by I the books of the company. All stock issued or to be issued shall be subject to the fore going provision. A RTICLE X. SThe capital stock of thbls corporation may I be increased or decreased on complying with the requirements of the law, and wlth such by-laws as may be consistent with tbe law. as may be hereafter adopted by the board of directors. ARTICLE XI. Thns done and passed in my ofce on the day and date first above wrlten, in the pres ence of Messrs. T. A. ScBhaber and W. Con kerton, both competent witnesses, domleilll ated In this eity, who signed these presents together with the partles, and me, notary, after a due reading of the whole, the par ties hereto alsoim ixing opposite their re spectlve names their respective snubscrip tlos to the capgltal stock of this corpora tion which shall constitute the original sub I scrlption lisat of stock subscribed in this I corporation. Original aligned: (u8bserlbers' names and their respective subseriptions.) B Witnesses: T. A. Schuber W. Conkertone I EDGAR M. CAHN, Not. Pub. State of LouliTana, Parish of Orleans. I, the undereigned recorder of mortgages of the parish of Orleans, aforesaid, do here by certify that the above and foregoling act ofl incorporation of the 'Louis Goldsteln & sonH Co." wu this day recorded in my of rIfee in book 1066, follo -. Witness my hand and omelal seal this 20th day of March, 1912. I (Slgned) EMILE LEONABID, Dy. R. I certify that the foregoing is a true and correct copy of the original act of Incor poration, and of the certlificate of the re corder of mortgages thereto appended, with the exception of the names of the sauberlb ers and the amounts of their respective sub scrIptIons, (ew Orleans, La., March -th, 1913, (Seal) Notary Publlc, march 27 apr 10 17 24 may 1, 13 CIIARTER OF THE RW) GUM LUMBRB COMPANY. UNIT)D STATEB OF AM ICA,. 8W1M E OP IOU5IAICA , PARISH orP OSLW6, CITYo NRW Ora[.ANg . Be it known, that on this twenty-fourth day of the month of March, in the year nineteen hundred and thirteen, before me Charles Rs, a notary public, dly com mssmoned and qualified, in and for the above parish and state, and in the pree ence or the witnessems herelnafter named and undersigned, personally came and aered the persons hereinafter subseribed, who de clared that, availing themselves of the laws of this state, relative to the organination of corporations, In such cases made and pro vided, they conastltnte themselves, their asu soclates, succsors and assigns, a corpora tion under the stipulations herein set forth, which they adopt As their charter, to-wit: (ARTICL L The name and title of this corporation shall be The Red Gum Lumber Company. and it shall enjoy succession for ninety-nine years from tbhis date, and shall have for the prposes of the business to be carried on by it, all the powers conferred by law upon corporatlons, includling the power to con tract debts, borrow money, issue notes and other obligations, and to purchuase, lease, sell mortgage, pledge, exchange and other wis acquire alienate or dispose of prop cution of Its buaslaess: to contract sme and be sured: to make or use, if It so desire, a corporate seal, and the same to break or alter at pleasure; to make by-laws for its government and the same to alter, amend or repeat at pleasure: to name and employ such managers, directors, ofcers, agents and employees as Ita nterests may requiglre; and geaeraily to exercise all the powers nec ary or convenient to carry on said bus. ALTIHCI. II. The domalde of this corporation shall be a the city of New Orlans, state of Lou sles, asad all citation and other legal pro cer shaB be served on the prmident, and In am ot his absence or diabifty, on the semeretar-treaurerm L m earra a e b yt mas hebr dedarsd to he, to buy, sell, esport, manufacture and other wise deal In red gum and other lumber and I timber and other forest products, whether as principal or agent, on commission or other wise; to own and lease and otherwise ac quire and operate sawmills or manufactories i in connection with the lumber business; to buy and sell and otherwise acquire real es tate and timber lands; to own and lease I and otherwise acquire and operate lumber f yards; to own and lease and otherwise acs quire and operate railroads, tramways, ves sels or other conveyances In connection with any of the above and foregoing businesses: and to do any and all things connected with and incidental to said businesses. ARTICLE IV. The capital stock of this corporation is I herelby fixed at the sum of fifty thousandI dollars., Divided into and raepresenteed by five hundred ,shares of the par value of one t hundred dfillars per share. This company . shall have the right to commence Iusiness a and be a going concern when ten tholsand I dollars of the capital stock shall have taoen P subscrlied. All stock shall Ie paid for lleither in cash or property received or labor s done at such time and upon such terms and conditions as the board of directors shall prescribe. The capital stock may le i I creased or decreased in accordance with tiahe laws of this state. All transfers of stock r shall be made on the isuoks of the comnpany -n the surrender of outstanding certilicates and pursuant to such rules as the board of a directors ll:y prescrile, and no certificate r of stock shall be issued except when paid In full as aluove. No stockholder shall have the right to sell or dispose of his stock without first of a fering it In writing for fifteen days through r the board of directors to the other stock 1. holders in proportion to their respective hollinis, at a price not In excess of the 1 aaok value. as of thel date of such offer : and I If any stockholder refuses to purchase, thel ,other.r shall have the right to buy tile sanlte in lrolartilon to their respective holhinzl ; ie and all stock shall be issued and held sub a jet to this provision of the charter. r 'The corporation shall have ii-, right to ,llrcha:lse any business within the purposes of this crporration and pay for same either ( by cash or in stock of the corporaltlm or e otherwise as the board of directors shall decidle. AItTI('lhE V. t All the powers of this corporation shall I, It vested in and the business and affairs e shall be managed by a board of directors e consisting of three stockholders who shall be electe.d annually at a meeting of thei l stoakholders held on the first Mionday of t March of eactn year. except the first board Sof directors who shall hold office until the r first annual meeting which shall take place on the first Monday of March, 1914. All elections shall he held by ballot at t the ofee of the company under the super i1 vision of two commissioners to be appointali s by the board of directors. Notice of such Smeeting shall be given by the secretary , tr-easurer in writing. delivered to each stock t holder in person, or mailed to his last known s address, at least ten days prior to such I election, or by one publication In a daily t newspaper in this city at least ten days prior s to such election; but this notice may be waived by all the stockholders. At all such elections and at all meetings of the stockholders, every stockholder shall e be entitled to one vote for each share of r stock standing in his name on the books of r the company at the date of such election or y meeting: said votes to be cast in peirson or Ii by written proxy, and a majority of the w votes cast shall elect. The failure to elect directors at the an null meeting shall not dissolve or affect the c orporation, nor Impair its management in y any respect ; but the directors and officers shall remain in office until their successors are elected and qualified. k The board of directors shall elect as soon a, ~ possible after their own election, and t from their own number, a president, a vice president and a secretary-treasurer, and may grant to each officer such powers as they ,. deem proper. t All vacancles In the board for whatever cause shall be tilled by the remaining direc tors. Any member of the board may ap point any other stockholder his proxy to at tend any meeting and act in his place and stead. s The board of directors shall be vested with full power and authority to make all con tracts, purchases and sales, and to make all by-laws. rules and regulations for the con duct of the business of the company, and the same to alter, amend, or repeal at pleas u2 re; and the board may, from time to time. name and appoint all such officers, ag-nls. servants and employees as they may deea necessary, and shall have the power to fix e and define the duties of every ofcer, agent. servant and emproyee. All checks of said company must be signed by the president or vice-president. r and by the secretary-treasurer, and in case of the absence or disability of said secretary treasurer, by said president and vice-presi dent. All notes and other evidences of in debtedness of said company must be signed by the president. a ARTICLE VI. Whenever this corporation shall be dis solved either from limitation or otherwise, Its afairs shall be liquidated by two com missioners to be appointed from amongst the stockholders at a general meeting of the stockholders convened for that purpose, of which meeting notice shall be given in the time and manner provided for stock holders' meeting in Article VII of this char ter, and a majority in amount of the capital stock represented at such meeting shall be requisite to elect. Said commissioners shall remain in office until their affairs are fully liquidated. In case of the death, resigns tion, or inability to act of either of said commissioners, the vacancy shall be Illied by the stockholders after similar notice, until which time the survivor shall con tinue to act. The said notice may be waived by the unanimous consent of all the stockholders. ARTICLE VII. This act of incorporation may be modified, changed or altered, or said corporation may be dissolved with the assent of three-fourths of the capital stock represented at a gen eral meeting of the stockholders convened for that purpose, and after notice shall have been given in a daily newspaper published in this city once a week for thirty days pre ceding the meeting. The said notice may be walved by the unanimous consent of all the stockhbolders. Any change made or pro posed with reference to the capital stock shall be made in accordanee with the laws of this state on the subject of altering the capital stock of corporations. ARTICLE VIII. No stockholder sabll ever be held liable for the faults or contrcets of said corpora tloa in any further sum than the unpaid balance due to the corporation on the shares owned by him, nor shall say mere Informality in orgapisatlon have the efect of rendering the charter noll or exposlng any stockholder to any liabillty beyond the unpaid balance due on hist atock ARTICD l IX. SThe first board et dlreeton shall consist of 81gismuand 8. Levy, Horace B. Turner and Alcide J. Guesnon, wtth 1Sigismuand S. Levy, president; Horace B. Tarner, vie. president, and Alcide J. Oeamon, secretary treasaurer. The subscribers hereto have respectively written opposilte their names the amount of stoch owned by them ia this corporation, so that this act of Incorporation may also serve as the original subscription list of the corporation. Thus done and passed at my oace in the city of New Orleans, in said state, on the day, month and year herein frst above written, In the presence of Messrs. Zachaery Adler and Tbomasu A. Tabry, competent witnesses, of the Emll age of majority and restidenta of this city, who hereunto sign their names with said appearers and me, notary, after reading of the whole. Original signed: S 8. .Levy, 74 shares; H. B. T rner, 25 shares: A. J. Gueson, 1 share. Wltaesea: Zachary Adler, T. A. Tabary. CHARTEB ROSEN, (Seal) Notary Public. I, the underasigned recorder of mortgages in and for the parish of Orleans, state of Lulistana, do hereby certify that the above and foregofngat act of incorporation of the Red Oum Lamber Company wuas this day duly recorded in my ofce, In book 1088, follo -. New Orleans, March t.th, 1913. (Signed) EPMILEI LEONARD, Dy. R. I hereby certify that the above and fore going is a true and correct copy of the orig lnal on file and of record In my ofce In this city. Witness my hand and seal of orce this 25th day of March, 1913. CHALES ROSEN. (Seal) Notary Public. march 27 apr 3 10 17 24 may 1 CHARTER OF TIIE JEFFI SON BSlOL & CON TRACTNG COMIYPA.. UNI~TED )STATE OF AMERICA, STATE OF LOUISIANA, -PARISH OF ORLBZPiW, CITY OP NEW ORLEANS. Be it known, that on this 29th day of the month of March, In the year of our Lord, one thousand nine hundred and thlr teen (1913) and of the lodependence of the United Staters oft Ameries the one hundred and thirty-seventh (1i7). before me, Arthur B. Leopold, a notary publice, in and for the perish of Orleass, state ot laisiana, duly commissioned and quallked and in the pres enee of the witnesses bereiaftter named and undersigned, personally came and appeared the persons whaose names are hereunto msb scribed, all redMents of this city, who sev. erally declared that availing themselves of the porrvisloes of the general laws of this I state relative to the foration of corra tions, they do thoe nt form tiem lIe into aad eortM, orporation for the object and purposes and under the tplaos and agreements ermafer set ARTICLE I. The name of this corporation shall be "The Jefferson Shell & Contracting Com oany," and under its corporate name it shall exist and have successIrea for a 1Perlod of ninety-nine 11191t years from date hlereof. and it shall have and exercise for the pur po-se of its buisine,. all thre piowers. rilhts. antdliprivilegis conferred by law il similair trlscrttt ioi, and it shall lit- and It Is fur Ihe authorized and r;empowered to do arid prtformtar an'y at or thin, andl cuindtlutt an and all hl Uit ttsl4 u uat lly .onnected wAith and pertaining to the affai:r< anld nisinews as set fortih in Article Ill of this chart-r, whihh 1nl n st spel. lly prohibllted by law. It sihall have power and authority to holi. ownl, retlte aintl nlil'rchase and lawfullly ac quire Iy delelts of conrvetyarel, contract. ileas, rental or Int any other lawful manner the till, and ilownership to all prOlir.ty. full powrr iland auihlity la :rllenate. dis 1pose of, lIease, rient, se'll, convey, moitrtgae. iipithtlllate, pleidge or otherwise enc'umber. its franchises antd lfrti.wrty, real, personal and mixed. or any part thereof. It shall have power to borrow moniy. and it l-sIre notes. tnds land other levhitinces of ind,.hltledness from time to time, and to se iire the pr;ayment of tle samce or any part thtriof. tIy pledge. hypotlheieation of prop irty. cur by llortgage or other evldence of lit.' pi;ced upon its franchises and property. re al. lpersonal and mixed, or any part there It shall have power to ele-t offiers and dlirectors, Ito ane atnd appoint its managrers, agentsll and other emrploye. to an fi tttheir .comptni.ation atd to discharge the sainte at will: to establisth and adopt such by-laws, rubvls and hr egultirons as may i dethrerl ex pledint and proper for thne conduct and lallelno- e t of its property and businea. andrr the samel to alter, amend and alolish at pleansre tio make and use at common or cortiplrcrt saul tiand tht samei to break and ralter at pleasure, and generally to ,do and prfrtml allct act lnd things requisite and Ict'tile'rv to carry out the ohJctls and pur pr-us of this crlpoptration. A.ltTI'IIl: . It. The dromicile of this corporation shall ire n the city of New Onrleans, state of Iotrll n. and a ll ctatn an d other legal pro cesa shall ie served on the president, and in his arb-itn-ie, ton the ie Vi,' lresident. and In thre ais-ente of both iofh.trs on the set retary of this colrp,ration. AIITI'CLE: III. The olJoetis and purposes for which this tcorpo-ration is organllzed and tIe naturre of lithe usiness to hie carried on by It are here*,y declared to ie: 1st. Tio Ipurchase, rient and build, operate and sell ant lease fr opelration. ditching mac-hlnery, dreldges, harges, towhoats htld water craft of any kind rr nature. 2atd. 'To I enter Into contract with inll vlruals, itrms or corporations for the con ltruetion of such canals, levees. roads. Trildges, ditches, dams, pumping plants and power stations as are necessary or coinve nient In connection with the reclamation of property owned or controlled by such indi viduals, firums or corporations. 3rd. To acquire. reclaim, Improve and cultivate landed property. 4th. To acquire by purchase or lease. operate, sell or otherspyle dispose of In and every species of 'property, real and personal, necessary or convenient to be so acquired and used. 5th. To do a general contracting hroilness in the purchase and acquisition, lease and sale of shells, gravel, sand, stone and other materials of a similar character and to hold and exercise all such incidental powers anti privileges as relate to the business and pur TIses herein above set forth, or that may hereafter be conveyed by law upon this com pany or companies of similar charac:e : and to do in and all things necessary and prolurly to carry out the business of this ctorlsration as herein set out without furtaer authorization from the shareholders. AIRTICLE IV. The capital stock of this corporation is heireby fixed at and declared to be the saul of fifty thoutsauid dollars ($1.o01,t, to !.r represented by five hundred (,JO)l shares of one ihundred dollars eacih. The company shall commence business andt become a going concern as soon as thirty one t(:1) or more shares have been sub scriled. The shares of the capital stock of this corporation shall be paid for in money, or for labor done or services rendered, or sues shares as may toe issued or delivered antd for other property rights and franchises to be taken, accepted andI received by the cor poration for its corporate purposes, at such valuation and upon such terms for said shares as the board of directors may detet mine and direct from time to time to be ex pedient. The capital stock of the corpora tion may he increased or reduced ity p-u ceedings taken in the manner prescribed by law. The shares of the capital stock of this corporation may be.issued for money, fr labor done or services rendered, or for other property rights and franchises, which may be thus paid for or exchanged and made over to the company. The valuation of any and all rights, contracts, labor or servyts, and property movable, Immovable and mixed, corporeal or incorporeal, accepted and re ceived by the corporation for its corporate purposes in payment, exchange or other. wise, for any of the shares of capital stock of thts corporation and fixed by the board of directors upon such terms and conditions for the issuance of such shares of stock, shall be conclusive evidence of such valua tion: and any and all persons, partnerships, associations, corporations, stockholders c, creditors dealing with this corporation, are concluded thereby, and any and all persons, partnerships, associations, corporations. stockholders or creditors dealing with this corporation hereby waive any rights or cause of action against the original or sun sequent owner or owners of such shares of the capital stock Issued to it him, her or them in payment or exchange for labor done or services rendered, or for such riglts, franchises, credits, contracts and property valued by the board of directors as afore said; and each, every and any and all con tract, contracts or undertaking made by or entered into with this corporation shall be subject to this provision of this charter. All of said stock shall be full paid and non-assessable when Issued and delivered, and transfers thereof shall not be binding on the company unless recorded In Its books, and shall be further subject to such rules, regulations and conditions as the board of directors may prescribe. ARTICLE V. The corporate powers of this corporation, Including the powers to mhake and amend its by-laws, and the management and control of its afalrs, shall be vested In and exer clned by a board of dIrectors composed if not less than three (3) or not more than five (a) persons, who shall be the holder of at least one (1) share of the capital stock of this company, a majorlty of whom, rep resented either In person or by proxy, shall constitute a quorum for the transaction of all business. Any director Ia his abeence from ny meeting of the board of directors shall have power to appolnt in writlag another director or stockholder as his proxy, wlta full ower to act ian his steand at suech meetng. The dIrectors shall be elected annitally by beallot by the bolders of the stock, co the first Tuesday of January of each year. Each holder of stock shall be allowed to vote In person or by written proxy, one vote for each share of stock owned by him aeend all eelctious shall be bheld under isuch rule and regulations as may be adopted by the board of directors. The directors thus elect. ed shall contilnue in ofce for o.e year and untIl their successors shaell have been ty elected and quallied. Any failure to elect oecers or dlretors shall not be regarded as a forfeiture of the charter. Any vacancy occurring on said board of dIrectors shall be filled' by the remaining directors from among the stockholders for the unexpiredl term. The followlag persons shall be and coi stltute the first board of dIrectorse: Charles D. Warren, Otto T. Maler, Edmund Bristol, Leo A. Marrero, E. Howard MtCaleb. an ma jority of whom shall constltute a quorum, with Charles D. Warren as president, Otto T. Maler as vice-phesldent and e. Howard MICaleb as secretary, who shall be the off cers of the corporatIon and shall serve untIl the regular meeting on the first Tuesday of January, 1914, or until their successors have been elegta: and gualised,. ARTICIab VI. The lIability of the stockholders of this corporation for the contracts or faults of this corporation is Iltmed to any unpaid balance that maybe due by them respect ively on their subecrptlons. No mere Informality In this act of Innor poration shall render this charter void, or expose stockhbolders t. liability beyond the amount of their unpili subecriptions. ARTICLE VII. This charter may be amended, or this 'or poration may be dIssolved with the asseit of the stockholders holding a majority of the outstanding stock, at a general meeting convened for that purpose, and at least ten (10) days notice shall have been given to the stockholders, through the mall and ad dressed to their last known respective places In case of dissolutIon by the explration, of thIs charter or otherwise, the affaIrs of this corporation shall be liquIdated by three (3) stockholders to be elected at the meet ing ordering such liquidation. This charter shall serve as the original subecrlptlon list, the undersigned being the original subecribers to the capital stock of this corporation, In the amounts and for tihe number of shares oppostle their respectIve Thus done and passed, In my oice at New Orleans. Louisalna, o0 the day and date I relnbefore written and ia the presence of Is P. ryant and John W. -Undner, M. D., competent witnesses, who hereunto sIgn their names with the said appeasers, and me notar, after due reading of the whole. o---R ,. DW:OW, Netary Paulc In An Emergency-Telephone THE TELEPHONE is the first to summon aid in a;.: dent or emergency. It is invaluable at the time when assiý ance is needed at once. Your first thought should be "TEL EPHONE." In every-day life, emergencies may arise that dernr. I quick and effective action. With a telephone in your home . are prepared to send for assistance by the quickest route. Doctor, druggist, police, fireman-all are within ir,.,a:.* reach by telephone. In fact, nearly everyone whom you w:sh to reach quickly should have a telephone. THE TELEPHONE HAS ALMOST COUNT LESS USES IN "EMERGENCY VALUE." ( Cumberland Telephone and Telegraph Co., Inc The Murry Hill Buffet J. }. Vezien Proprietor Short Ord Lchs nes Liquors, _ _ _ _ _Cigars. Etc. Open After July Ist. 1912 507-511 Patterson Street -FOR YOUR u _ -- -i Comfort and Convenience OUR ELEGANT AND COMPLETE LINE OF CABINET, ELEVATED. OVEN AND STANDARD RANGES NOW ON DISPLAY AT OUR SALESROOM. INQUIRE ABOUT OUR NEW CIRCULATING WATER. HEATERS. N.O.Gas Light Company E. J. MOTHE UNDERTAKER AND EMBALMER Phone, Algiers 29. No. 222 Morgan Street Move Into a Wired House When looking for a house with all modemrn improvements, see that it's wired for electric light-it is as essential as the plumb ing. A House Wired for Electric Service. affords conveniences and comforts not obtainable otherwise electric light, electric heating and cooking, the use of electric fans and other things electrical. All useful, labor saving and economical. If the house you like is not wired, ask the landlord to have it wired-he will do it without fuss or bother to you, and at moderate cost to him. Algiers Railway & Lighting Co. OTTO T. MAIER, Vice Pres. a GQn'I Mgr. CHAS. W. FORD, General Superintendent DRINK Louisiana Pilsener Beer New.Orleans Brewing Co. ITelphl, Jaksm 212 When in Need of CUT FLOWERS WEDDING BOUQUETS AND FUNERAL DESIGNS Virgin COm Bap$ You Promptly T.I1eheas Write or Wire 838 Canal St. Phsne Main S New Orlmans The Gessner Co. I11 Canal Street New Orleans SOCIETY STATIONERS ANW ENGRAVERS Phoae Mali 2822 1, the undersigned recorder of mortgages. In and for the parish of Orleans, state of Louisiana, do hereby certify that the above and foregoing act of incorporation of the Jefferson 8hell & Contracting Co. was this day recorded in my once tn book 108$. folio -. New Orleans, La., March 31, 1913. (Signed) ~MICP LEJONABD, D. R. I do hereby certify that the above and foregoing is a true and correct copy of charter of the Jeferson Shell & Contracting Company, pamed betbre me on March 29. 1913, with the exception of the names of the subscribers whose names are omitted from this copy. Witae s my hand and seal of oace. ARTHUR B. UIOPOLD, Notary P1lb.rc. 91-4 Nases Blache Bldg. apr 3 10 IT 24ay 1 8, 1018 What we advertise I so. A Good Argument! If we supply fty per cent oat the little boys of New Orleans with their clothes, lia't this lst as good a plan sor those little Algerlians? KNEE PANTS, SUITS...2 up. KNEE PANTS ........ 0e. up, Mayer Israel & Co.,, 714716 CANAL STREET. I. Abascal & Bro., Ltd. Dealere In Groceries and Wester Prduce, PELICAN AVE, Cor. Verret St. ALGIERS, LA. --WWWTWWV WWVWWwwwwnVwwwTT vIvy II Sierra Bros., -DUALERS IN GROCERIES IMPORTED WINES, LIQUORS, CIGARS, TOBACCO, ETC. llNevIlle St. " Opelousas Ave. ALalERS, LA.