Newspaper Page Text
February 19. 19135.
CHARTER OF "LOUISIANA IEALTIIATOBIUM, a INC." t STATE OF LOUISIANA, PARISH OF OA- a LEANS. CITY OF NEW ORBIEANS. Be it known, that on this nineteenth day of the month of February, in the year of L our Lord nineteen hundred and thirteen, before me, Clifford M. Eustis, a notary pub lic in and for the parish of Orleans, state of Louisiana, duly commissioned and quail led, and In the presence of the witnesses hereinafter 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 Iouislana, relative to the organization of corporations, they have covenanted and agreed and do, by these presents, contract, covenant and agree, bind and obligate themselves, as well as such persons who may hereafter become associ ated with them, to form and constitute a corporation and body politic in law for the objects and purposes herelnafter stipulated and under the following conditions, which they hereby adop as their charter, to-wdtl: dRTICLLl I. The name and title of this corporation shall be "Louisiana llealtbatortum, Incor porated." Its domicile shall be in the city of New Orleans, state of Louisiana, and It shall have and enjoy succession by its cor porate name for a period of ninety-nine years from the date hereof. This corporation shall have power and authority to contract, sue and be sued in its corporate name: to make and use a corpor ate seal; to hold, receive, lease, acquire and purchase real and personal property, also to lease or sub-lease, rent mortgage or pledge real and personal property and to borrow money and Issue bonds, notes and other ob ligations, and shall exercise all of the pow ers and privileges granted by law to cor porations of a similar nature. ARtTICLE II. All citations or other legal process shall be served upon the president of this cor poration, and in the event of his absence or Inability to act, upon the vice-president, or In the event of the absence or inability to act of both, on the secretary-treasurer thereof. ARTICLE III. The objects and purposes for which this corporation is organized, and the nature of the business to be carried on by It are here by declared to be: To engage in the business of and carry on, In the city of New Orleans and elsewhere. a sanitarium for the care and treatment of all diseases, Ill 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 parati, 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 ($5.00) 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 stockholder who desires to sell his stock, or any part thereof, 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 bolder 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 bustl Mesa. The board of directors shall be vested with full power and authority to make all contracts, purchases and sales and adopt el by-laws, rules and regulations for the go, 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 officers, agents and employees, fix all salaries, and generally do ann perform all things necessary In the transaction of the business and afairs of the corporation. Any vacancy occurring in said board shall be filled by the stockholders in the manner as provided for ia the election of directors. The first board of directors of this cor poration shall consist of Frederick W. Gaul den, J. Barr Jordan, Malcolm I. Pardee, Clarence Weems and Charles A. Chandler; with Frederick W. Oaulden as president, Malcolm I. Pardee, as vice-president, and Charles A. Chandler as secretary-treasurer. who shall hold their offices until the second Monday of January, 1914, or until their successors are duly elected and qualified. Oa te second Monday of January, 1914, and anually thereafter, an election for dlrectors shall be held at the office of this segorste, aunder the supervision of three commaloners td be appoainted by the presi dent and the directors then elected shall take their seats immediately and shall hold office until their successors are duly elected and qualited. nach board shall elget its own ofcers. which shall consist of a president, a vice president and a secretary-treasnrer. All corporate elections shall be by ballot, and a ot of the votes east shall elect, and eac share of steek shall be entitled to n o e, l te d e persson or by v proxy. rtt notieo of eletions shall be iven to e stoekholder by the d*retary-treas nrer, at least tea 4s prior to elections The board of din shall have the pow er to ae full paid seck of this eorporation for cash, or ta pmet for services or labor nderesd or dsdse e the ecornation, or Sor preperty as b the corporation, The seeretarr sier, shall keep a seat of ooks the daly receipts and dis bursements of t fnds of this corporation ad shall make dily d aposits of recets Isu ea h bank or beaks to be desigatd by the board of directore. All checks or vouch ere meed agarlst the funds of this corpora tio shall be s.lgd by the presldent and eettrentary.teranrt. LETICLEN VII. This set of tecorporation may be changed, altered, modired or nmeaded, or this corpor. atio 41dssolved, with the assen of three fourths of the stock preent or represented at any 8eral meetin of stockholders coan n red tt at tesr se, after thirty d.ays pr otie of suh meeti sall hav been ie by pbiati n de of the dalye OrWene, thre porloratn is drIng soveid eitoer by Iatds ane oa its charter, or b oIn rear ot her eapse, its staairs shall i I additin by thn y otic In werstn to be a emhted km l the ld , ata meetlig therof conveed for that purpose after tean prior ntie shall havw been etoelhelder. lai comlsa oer shall re man la o e nanl the affairs of said oe porate all have been tfullsy liquidated. In eaeof ~at d a c#r emestear, the sr viors or arriver shall continue to act. ARTICIU IX. No stokholded of this orporation shall ever be id liable aon apoible for the emtreets or anutt erof in an frther rm than the pla balance due to the eor preatin t he share of stock owned by .m o .~nor shaD nay mere nforteality n e an en heseof have the efect of res dulr t~ h sh, eert nanl or of expoun any Tha.s den and passd i my ofc, a the city of New Orleans, state aoresid, on tie ten i the preseeo of William J. oden wrtoml geo and rets of thi clty, who hesntosbrlscrbe their unmes, together afte due o the whle. Origlial .: Chr . handler and W e : John T, Feli andW. . C. N. nuMIrI8, Net Pub. (mnins da here that the above and fre st 0 I eal e thei iw a be ws this bei et on t m t da o -ed edA ffl gaulsatioa of corporations and Cecially e Act 36 of the Session of 1888 and Acts 78 n and 120 of 1904. they have covenanted and a agreed and do by these presents agree, bind a themselves, their accessors and form them selves into and constitute a corporation for the objects and purposes following, to-wit : a The name and title of this corporation b shall be "EAGLE CONSTRUCTION COX PANY, -LIMITED," and under said corpo- e rate name, it shall have all the npwera and y authority granted by the laws ofthis state and not expressly withheld therefrom: It e shall have the power to sue and be sued, a and all citation shall issue in the manner t now provided by law or hereafter to be pro- a vided; it shall have a corporate seal with e power to amend the same. The objects and purposes of this corpora tlan are especially to bid upon, accept and t execute contracts for work of all kinds and in the performance thereof, the said corpo- r ration shall have power to purchase real or personal property and the same to hold at i its convenience. The domicile of this corporation shall be I In the city of New Orleans, state of Loulsi an The capital stock of this corporation shall i be twenty-five thousand and 00/100 dollars, divided In two hundred and fifty shares of the per value of one hundred dollars each, ° and this corporation shall commence busl ness under the provisions of the law. F The powers of this corporation shall be t exercised by a board of directors to be com posed of three members, stockholders of the corporatlon; the oficers of this corporation shall consist of a president, vice-president. d secretary and a treasurer and either the said secretary or treasurer may be employed and not be a member of the corporation. d Mtre than one office may be held by one 0 member of the board. Officers and directors e shall be elected immediately after the si;n vlag hereof, anti annually thereafter on the - second Monday of March. In ail catses of absence, inability or non performance of duty, the majority of tae Isoard of directors are empowered to appoint a successor to fill a abort term or for the unexpired term of such oficer unable or re fusing to act. ThLq ctoporatlon shall exist for a term of twenty-five years or until liquldated In the ymanner provided by law. r Any storuk ubscribed for and not paid upon call made In writing in the manner to be determined by a majority of the board Sof directors shall be forfeited and a sub scriber to stock In this corporation accepts the same subject to this condition. l,iqluldatlon upon demand of two-fifths of stock Issued. No stock held as treasury stock sold except upon vote of four-fifths of I f stock issued, in meeting called for that pur n pose. Th. s done and passed in my office in the s city of New Orlens on the day, month and year aforesad,. in the presence of Olivia I . Itinderle and E. R. Mabay. male witnesses over the age of fourteen years, residing in d this perish, who have signed their names 1 d with the said parties and me, notary, after due reading of the whole. iOrlginal signed) : Names of subscribers 3 and subscriptions omitted. (Witnesses): d Olivia ltlnderle, E. It. Mahay. W. W. Yot'No, Not. Pub. I, the undersigned. recorder of mortgages, ,I in and for the parish of Orleans, state of d Louisiana, do hereby certify that the above r and foregoing act of incorporation of the s " 'Eagle Construction Company. Limited." i was this day duly recorded in my office, in + Is book 10R., folio -. (Signed) ExILI J. LEOIAaD, D. R. (Seal) A true copy of the original. S e (Signed) WV. W. YTor.a, (Seal) . Not. Pub. inmch 13 20 27 apl 3 10 17 1913 CHARTER OF TIIE "LOUIS GODIJSTEIN & SONS o CO." e UNITED STATES OF AMERICA. STATE OF LOUIISIANA., ARlSlI OF OtILt1ANS, CITY OF NEW ORLEANS. Be it known, that on this 15th day of y the month of March, in the year of our t Lord, one thousand nine hundred and thir teen, and of the Independence of the United I States of America, the one hundred and d thirty-seventh, before me. Edgar Mayer 1 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 x ally came and appeared the parties whose names are hereunto subscribed, who de Sclared, that availing themselves of the pro visions of the laws of this state relative to corporations, they have covenabted and agreed, and do, by these presents covenant r and agree, and bind themselves, as well as r 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 stlpulations and articles and conditions, fol lowing, to-wit : AtTICLE I. d This corporation shall be known as the r "Ilouis Goldsteln & Sons Co." and its domi cile shall be in the city of New Orleans, I I, state of Louisiana. The president of the r board of directors thereof, or in his absence. I the vice-president, shall be the proper per e son on whq n citation or other legal pro I- ceas shall be served, and said corporation Ii shall exist, and have and enjoy succession d under Its aforesaid corporate name, for the Stofull term of ninety-nine years from and after the date hereof, and shall have power s. and authority to contract, sue and be sued a in its corporate name, to make and use a corporate seal with such device, as may , hereafter be determined upon; the same to t, break, alter or amend as might be deemed to proper; to make and establish such by-laws, rules and regulations for the proper man n agement and regulation of the afairs of said corporation as may be necessary and proper, and the same to change, alter and - amend at pleasure; to borrow money, make m notes, bonds or obligations and to tpledge r Its capital stock; to hold lease, receive, s ipurchase and convey as well as to mortgage Sand hypothecate, under its corporate name, property both real and personal. ARTICLE II. The objects and purposes of this corpor atlon are to conduct and transact thesbusi ness of wholesale dealers in dry goods no. h- tions, furnishing goods and other articles Sto take over, aequire, succeed to and con Sduct the business and assets and good will of the firm of Looluis Goldstein & Sons, of New Orleans, La., and generally to acquire and transact any other business Ineld -ntal to or connected with the general olects of this corporatlon as herenla set fortl. ARTICLE III. The capital stock of this corporation is Shereby fied at the sum of two hundred Sthousand dollars ($200,000.00), to be repre Ssented by one thousand (1,000) shares of preferred stock of the par value of one hun dred dollars ($100.00) each, and one thou sand (1.000) shares of common stock of the per value of one hundred dollars ($100.00) to each. This corporation shall be a going concern as soon as sixty thousand dollars ($6)0,000.00) of its capital stock shall have been suberibed for. The board of dlrectors shall have the right to issue common stock h for cash, or for services rendered, merchan dise, property or other valuable eonsidera tions, enuring to the corporation as they - may see fit; but preferred stock shall only ssue for cash payable at such times as the be hard of directors may call for same. a- ARTICLE IV. - The other conditions, lmitations and pro in visons under which preferred stock shall be tisued are hereafter enumerated: The holders of the preferred stock shall be entitled to receivre out of the net profits il of the corporation a faed dividend of seven S(7) per cent, per annum payable quarterly, s via: -st of IJanuary, April, July and Octo Sher before an dividend ran be paid or set y aside on or for the common stock for the Speriod theretofore elapsed. The prinlcial or par value of said preferred stock with y cumulative dividenads thereon at seven ('7) " per cent per annum from date dividend should have been paid and arrears of later eston such dividends as herelnater fixed, shall be paid in full out of the assets of the tcompany in preference to any of the corn Smen stock. In tohe event of the liqauidation t this corporation from amy cause, and before any distribution tan be made of the eapltal Samong the holders of the common stock. udtldmds upon the preferred stock are to be cumulative, nd beaer6 per cat iater est from their maturity date, as herela pro vidd, compounded annually, so that if for any eriod or pertods the said dividends are not pad the right thereto shall cuma Slate agazst the common stock;: sad all ar rears of sauch dividenads to cumalated and Siaterest thereona as herein provided, mot be Spaid before dividends can be paid on the e amma stoc. The prefered stock shall t e etitIled howevr to prtctpte in 1,any other addtional ears dividends or ted ek to be etted with id sha commeeaa ftsm the date et setal pay meet of sek stock. - The board e f diretrs shall have the stock in whal or i art at ad time, and fm tie to time-af ter o year om the date et the charteet thepr o we hndaredand ftteen dollars $l15J(IIIe) share in addlti to the emulated dh ends an lteret thereo, as hereinae •o d S ucr. e tirement hall be at -t ptl the eard ofI diretorsm a holl a e pemerant sat e the - fmunds; sa dn no ease ha sch , Istane e en mesntres aar khme em tthin esaerenh the e be* e r Is - U W.e - ence of the board of ditrectors. Upon sac to notice, all dividends, Interest and arrearq shall cease with respect to such retired ti stock. p ARTICLE V. w All the corporate powers of thibs corpor- qi ation shall be vested in and exercised by a i board of directors eleven (11) In number, hi Ill of whom shall be stockholders, to be t elected on the first Monday in April of each at year. commencing with the first Monday of y April. 1918. with the understanding, how- q ever, that the first board of directors to be sa selected by the stockholders under this char- a ter as well as the first set of officers, there- a of, to-wit: A president, a vice-president, a a secretary and a treasurer shall hold of fice until the first Monday In April. 1918; on the date last named, said election shall h take place and annually thereafter. d Until the preferred stock shall have been h retired in full, the common stock shall elect h seven It) of these directors, and the pre- a ferred stock four 14) of the directors. When a the preferred stock shall have been retired d in full, the common stock shall elect the a entire eleven directors. Upon the signing of e this charter, the subscribing stockholders d thereto shall elect the first board of direc- c tors to serve until the first Monday in April. p 1918, and said board shall thereupon, and c from their own number, elect a president, It vice-president, secreta;ry and treasurer, for a like period. It shall be competent, how- o ever, for the board of directors to unite any a two of said oflcc In one person. Five .:. d of said board shall constitute a quor:tm for o the transaction of corporate business. Ii AltTICtIE VI. Said board of directors shall remain in a office from the date of their election, for the f term of their respective offices. or until their t successors have been chosen and qualitied. h The election for directors sthall be by ballot, h and the majority in amount of stockholders b voting wihether in person or by proxy, shall ii elect the persons for whom they are cast. o Each share- of stock voted upon, whether 1i common or preferred, to he counted for one a vote. After each election, the board so J elected shall elect from their own number the officers above named. p The board of directors shall give at least O ten days notice by mail of the election of II directors, and shall appoint one or more o stockholders to preside at such election, d Any failure from any cause whatsoever to -elect directors on the day named for that purpose, shall not dissolve this corporation, b but the directors and officers then in omce a shall hold over until their successors are c chosen and qualified. I The board of directors shall have full power and authority to fill vacancies In 1 their number, caused by death, resignation c or otherwise. The said board Is further f authorized to frame and adopt such by-laws, C rules and regulations as the affairs and bus iness of the company may require, and It t may detem necessary, for the conducting and management thereof, provided the same does I not conflict with this charter, and the laws of the state of ILoulsiana, and those of t the United States; to name and appoint I managers, fix their compensation and terms I of employment, as well as other agents and e employees, as In its discretion may seem fit and proper, as well as to fix the salaries t and terms of employment of all other om- - cers and employees, clerks and assistants. The board of directors are specially vest ed with the power to acquire and purchase I such property or business or good will, or e all of these from individuals, firms, or other I corporations, as said board of directors may deem advisable and proper and at such I prices and on such terms as they think best, I andi to pay therefor in the full paid com mon capital stock of the corporation. This I tower to purchase and acquire to be exer cised by said board without the necessity t of referring to the shareholders for au thorization. I Htolders of preferred and common stock may vote at all stockholders' meetings. , either in person or by proxy, each share cast I to be counted for one vote. I ARTICLE VII. This charter may be amended, modified. or altered, or this corporation dissolved, at a general meeting of the stockholders con vened for that purpose with the assent of i the mijority of the stock which may be is- I sued present or represented at such meet- I ing. Thirty days notice of such meeting e shall be given by mail to the stockholders of record. In case of dissolution or ter- I mination of this corporation, the liquida- I tion of its affairs shall be conducted by i three commissioners selected in like man- c ner and by like vote, and assent at a meet- I ing called as above for that purpose. In t the event of the death or resignation of any I of said commissioners, or vacancy occurring e In their number from any cause whatsoever, I the two surviving commissioners shall have e the full power to proceed with their func- I tions or fill the vacancy, as they may elect. ARTICLE VIII. I No stockholder shall ever be liable or I responsible for the debts, contracts, or faults I of this corporation, for any further sum I than the unpaid balance dlue on the sharese of stock subscribed for by him or owned by I him; nor shall any informality in the or. I ganization have the effect of rendering this charter null or of exposing a stockholder to any liability beyond the amount of the un- I paid balance on his subscription to the I stock. ARTICLE IX. Should any stockholder or stock-owner, - common or preferred, desire to sell or dis c pose of all or any part of said stock, or a relinquish his Interest In the corporation, D or desire to terminate or dissolve the same, I he shall first tender such stock through the r board of directors of this corporation, for I purchase, to the other stockholders, and i the other stockholders shall have the pre r ferred right for ten days to purchase the 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 Stoing provision. SARTICLE X. SThe capital stock of this corporation may b he increased or decreased on complylng with a the requirements of the law, and with such s by-laws as may be consistent with the law, I, as may be hereafter adopted by the board e of directors. S ARTICLE XI. Thus done and passed In my ome on the day and date first above writen, In the pres ence of Messrs. T. A. Sehuber and W. Con kerton, both competent witnesses, domicill ated in this city, who signed these presents Itogether with the partles, and me, notary, after a due reading of the whole, the par ties hereto also amaing oppolsite their re I spective names their respective subherlp Stions to the capital stock of this corpora. Stion which shall constitute the original sub ii scription list of stock subscribed In this Seorporation. Original signed: (Subaerlbers' names and their respective subscriptions.) Witnesses: T. A. Behuber W. Conkerton. d EIDGAR M. CAIIN, Not. Pub. State of Louliiana, Parlsh of Orleans. I, the undersigned recorder of mortgages Iof the parish of Orleans, aforesaid, do here I- by certify that the above and foregoing act e of incorporation of the "Loulis Goldsteln & i Sons Co." was this day recorded in my of n Ice in book 1088, folio -. 5 Witness my hand and ofclal seal this e 20th day of March, 1912. S (Signed) I9MILE LEONARD, Dy. R. k I certify that the foregolring is a true and I- correct copy of the original act of Incor - poration, and of the certlficate of the re V corder of mortlages thereto appended, with 7 the exception, of the names of the subaerib Sera and the amounts of their respective sub scriptlons, New Orleans, La., March 20th, 1915. (Sig1ned) DGAR M. CAIIN I (Seal) Notary Public. march 27 apr 8 1 17 24 may 1, 13 SOHARtTER a OF THE RED GUM LUMBER COMPANTY. r, UNITD STATES O1 AMIICA, 8'IWDT SOP UOUISIANA, PARISH Or ORLIAN, t CITY OF NEW ORbOANS. e Be it known, that on this twenty-fourth i day of the month of Mareb, In the year h nlneteen hundred and thirteen, before me, Carles Bosen, a notary publc, duly com d missioned and qualife, In and for the above pariah and state, and In the pres Senee of the witnmesses hereinatter named and e undersigned, personally came sd appeared . the persons hereinafter snbscrlbed. who de SIclared that, avalling themselves of the laws r of this state, relative to the organiation of ei corporations, In such cases made and pro .l vided, they constitute themselves, their as . socIates, sucemsors and assigps, a eorora r. tion unoader the atipulations herein set forth, > which they adopt as their charter, to-wit: Ir ARTICIU L I The same sad title of this eorporation 5. shall he The 3*d Gau Luomher Compay r- and it sa enjo succession for ninety-nlI Syears fror this date, and shall have for the t prpom o the blusiness to be earried on by SIt, an t powers conferred by law upon II ceeporatlous, inenudng the power to on i tact dshts, borrow money, issue notss and ar other obltigatona, and to purchase, lease, . sell mortgg, Pesi, aeehane and othe. wJim aeooIra, ·emrtt os dpose of prop. th o Its b; O e n straeue msad aIhe sed; to make or use, it it ee desire, a - eorporate al, and the ame to heak or Salter at pleamure; to make by-laws for Its * government and the same to alter, emeed eor repal at pleasure; to name and plog l and Saserally t exerese all the powers a t essary or eauvealent to carery ona sid bus 1 The dsandles e this sesentl ha I hle in eae t his asum r dn isaehI S. the mentarytZI£3sex miTh We-·--· mi peiam *4 Sb ee flir ?aa hr nb9 - y to hy, se.. ort., maufture and other wise deal in e gum and other lumber and 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 manufactoriesl in connection with the lumber business; to a buy and sell, and otherwise acquire real es tate and tfitber lands; to own and lease p and otherwise acquire and operate lumber c yards; to own and lease and otherwise ac- t quire and operate railroads, tramways, es p sels or other conveyances In connection with a any of the above and foregoing businesses; a and to do any and all things connected with s and Incidental to said businesses. ARTICLE IV. The capital stock of this corporation is o hereby tixed at the sum of fifty thousand dollars, divided into and represented by five I hundred shares of the par value of one t hundred dollars per share. This company r shall have the right to commence business I and be a going concern when ten thousand dollars of the capital stock shall have been subscribed. All stock shall be paid for I either in cash or property received or labor 8 done at such time and upon such terms and conditions as the board of directors shall prescribe. The capital stock may be in creased or decreased in accordance with the laws of this state. All transfers of stock shall be made on the books of the company on the surrender of outstanding certificates and pursuant to such rules as the board of directors may prescribe, and no certificate of stock shall be issued except when paid In full as above. No stockholder shall have the right to sell or dispose of his stock without first of fertng it in writing for fifteen days through the board of directors to the other stock holders in proportion to their respective I holdings, at a price not in excess of the book value as of the date of such offer; and if any stockholder refuses to purchase, the othetrs shall have the right to buy the same in proportion to their respective holdings; and all stock shall be issued and held sub Ject to'this provision of the charter. The corporation shall have toe right to purchase any business within the purposes of this corporation and pay for same either by cash or in stock of the corporation or otherwise as the board of directors shall decide. ARTICLE V. All the powers of this corporation shall be vested in and the business and affairs shall be managed by a board of directors consisting of three stockholders who shall be elected annually at a meeting of the stockholders held on the first Monday of SMarch of eacu year, except the first board t of directors who shall hold office until the Stfirst annual meeting which shall take place on the first Monday of March, 1914. All elections shall be held by ballot at t the office of the company under the super I vision of two commissioners to be appointed s by the board of directors. Notice of such a meeting shall be given by the secretary f treasurer in writing, delivered to each stock t holder In person, or malled 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 % 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 r meeting; said votes to be cast in person of by written proxy, and a majority of the votes cast shall elect. The failure to elect directors at the an s nual meeting shall not dissolve or affect the corporation, nor impair its management in 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 i as 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 vacancies In the board for whatever . cause shall be filled by the remaining direc f 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. a The board of directors shall be vested with full power and authority to make all con . tracts, purchases and sales, and to make all P 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 2 ure: and the board may, from time to time. P name and appoint all such officers, agents. t servants and employees as they may denc necessary, and shall have the power to fix e and define the duties of every officer, 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 a of the absence or disability of laid secretary a treasurer, by said president and vice-presi a dent. All notes and other evidences of in y debtedness of said company must be signed by the president. a ARTICLE VI. a Whenever this corporation shall be dis solved either from limitation or otherwise, e its affairs 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 r the time and manner provided for stock holders' meeting in Article VII of this char ' ter, and a majority in amount of the capital e stock represented at such meeting shall be r requisite to elect. Said commissioners shall remain in office until their affairs are fully liquidated. In case of the death, resigna tion, or Inability to act of tther of said y commissioners, the vacancy shall be illed d 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. h 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 Sin this city once a week for thirty days pre ceding the meeting. The said notice may be waived by the unanimous consent of all the stockholders. Any change made or pro Sposed with reference to the capital stock -shall be made In accordance with the laws of this state on the subject ot altering the Scapital stock of corporations. ARTICLE VIII. s No stockholder shall ever be held liable for the faults or contracts of said corpora d tion In any further sum than the unpaid balance due to the corporation on the Sshares owned by him, nor shall any mere ilnformality In organisation have the effect of rendering the charter null or exposing · any stockholder to any liability beyond the , unpaid balance due on his stock. tARTIOLE IX. SThe frst board of dlrectors shall consist Iof Sgismund 8. Levy, Horace B. Turner and Alcide J. Guesnon, with 81gisunnd 8. Is Levy, president; Horace B. Turner, vice president, and Alclde J. Guesnon, secretary L treasurer. d The subscribers hereto have respectively Swriltten opposite their names the amount of . stock owned by them in this corporation, so h that this act of incorporation may also serve as the original subscription list of the corporation. Thus done and passed at my office In the city of New Orleans, in said state, on the day, month and year herein first above written, In the presence bf Messre. Zachary Adler and Thomas A. Tabary, eompetent witnesses, of the fnll age of majority and residents of this city, who hereunto sign their names with said appearers and me, * notary, after renadng of the whole. SOriginal s1nedS: 8. Le y, 74 shares: *E. B. Turner, 25 shares; A.J. Guesanon, 1 Sshare. Witnesses: Zachary Adler, T. A. Tabary. SCIALE BOBESiN, S(Seal) Notary Public. I, the undersigned recorder of mortgagee Sin and for the parish of Orleans, state of SLouisiana, do hereby certify that the above d and foregoing act of incorporation of the Red Oam Luamber Company was 'this day Sduly recorded in my omce, in book 1088, Sfolio -. New Orleans, March 25th, 1913. S(Signed) EM~LE LEONARD, Dy. . SI hereby eertifiy that the above and fore . going I a true and correct copy of the orli h, nal on ile and of record nla my eM*e in this city. Witnes my hand and seal of oice this a 25th day of March, 1913. r, CIhILEDS ROBEN, S(Seal)- Notary Public. · march 2 apr 3 10 I1T 24 may I 5- CHARTER idOF T JTFFIRBON SHlL a CON. S TRACTING COMPAN&t. r UNITND STATES OF .AMER STATE O CITV 0O NWl OIOLUJNO SBe it nown that on this 29th day of the math It aarh t the year of oar mlarone.theassd nIne hundred sad thir d th ((15?) before se, Arther B as la s e the insd nt i rleans, stae oflaoluana, duly commiserl s sad qualldad and to the pres 5enee of the witoesees hereiater amed and undersiged, persmally ears sad appeared the pesas whose nasmes are hereunto su - the perviesees a the meeual laws of thi -" etate dlatieto t Sp fematiesm e er for the set -e and a d the k hore ater eat be eheatea, t.tei ! &~55 o ARTICLE I. The name of this corporation shall be "The Jefferson Bhell & Contractin Com pany," and under its corporate name it shall exist and have succession for a period of ninety-nine (99) years from date hereof, and It shall have and exercise for the pur pose of its business, all the powers, rights, and privileges conferred by law on similar corporations, and it shall be and It Is fur ther authorized and empower-ed to do and perform any act or thing and conduct any and all business usually connected with and pertaining to the affairs and business as set forth in Article Ill of this charter, which is not specially prohibited by law. It shall have power ant authority to hold. own, receive and purchase and lawfully ac quire by deeds of conveyance, contract, lease, rental or in any other lawful manner the title and ownership to all property, real, personal and mixed, and likewise with full power and authority to alienate, dis pose of, lease, rent, sell, convey, mortgage, hypothecate, pledge or otherwise encumber, its franchises and property, real, personal anti mixed, or any part thereof. It shall have power to borrow money, and to Issue notes, bonds and other evidences of indeb,tedness from time to time, and to se cure the payment of the same or any part thereof, by pledge. hypothecation of prop erty, or by mortgage or other evidence of lieu-n placed upon its franchises and property, real, personal and mixed, or any part there of. It shall have power to elect officers and directors, to namte and appoint its managers, agents and other employees, and to fix their compensation and to discharge the same at will; to establish and adopt such by-laws, rules and regulations as may be deQemd ex pedient and proper for the conduct and managem-ent of its property anti business, and the same to alter, atmend and abolish at pleasure: to make and use a common or corporate seal andi the same to break and alter at pleasure, and generally to do and perform all acts and things requisite and necessary to carry out the objects and pur poses of this corporation. ARTI4'LE II. The domicile of this corporation shall be In the city of New Orleans, state of Loulsi ana. and all citations and other legal pro I c,,ss shall be served on the president, and in his absence, on the Vice President, and in the absence of both officers on the sec retary of this corporation. ARTICLE Ill. The objects and purposes for which this I corporation is organized and the nature of the business to be carried on by it are I hereby declared to be: 1st. To purchase, rent and build, operate e and sell and lease for operation, ditching e machinery, dredges, barges, towboats and water craft of any kind or nature. t 2nd. To enter into contract with Indi viduals, firms or corporations for the con " .truction of such canals, levees, roads. h bridges, ditches, dams, pumping plants and power stations as are necessary or conve nlent in connection with the reclamation of a property owned or controlled by such lndi b victuals, firms or corporations. Y 3rd. To acquire, reclaim, Improve and r cultivate landed property. e 4th. To acquire by purchase or lease, operate. sell or otherwise dispose of in and A every species of property, real and personal. I1 necessary or convenient to be so acquired ,f and used. I 5th. To do a general contracting business r In the purchase and acquisition, lease and t sale of shells, gravel, sand, stone and other e materials of a similar character and to hold ani exercise all such Incidental powers and i- privileges as relate to the business and pur e poses herein above set forth, or that may a hereafter be conveyed by law upon this com a pony or companies of similar charace" : s and to do In and all things necessary and properly to carry out the business of this n corporation as herein set out without fortaer d authorization from the shareholders. SARTICLE IV. v The capital stock of this corporation is y hereby fixed at and declared to be the sarm of tlfty thousand dollars ($5.io,00i , to :,, r represented by five hundred (500) shares of one hundred dollars each. The company shall commence business and become a going concern as soon as thirty d one (31) or more shares have been sub scribed. h The shares of the capital stock of this corporation shall be paid for In money, or 1 for labor done or services rendered, or such shares as may be issued or delivered and d for other property rights and franchises to be taken, accepted and received by the cor poration for its corporate purposes, at such valuation and upon such terms for said a shares as the board of directors may deter mine and direct from time to time to be ex pedient. The capital stock of the corpora tion may be increased or reduced by puo ceedings taken in the manner prescribed by law. ' The shares of the capital stock of this e corporation may be issued for money, for 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 servi:es, and property movable, immovable and mixed, I corporeal or incorporeal, accepted and re Sceived by the corporation for its corporate r- purposes in payment, exchange or other t wise, for any of the shares of capital stock of this corporation and fixed by the board , of directors upon such terms and oonditions n for the issuance of such shares of stock, t shall be conclusive evidence of such valua r- tion: and any and all persons, partnerships. Ii associations, corporations, stockholders ,a C creditors dealing with this corporation, are iI concluded thereby, and any and all persons, Y partnerships, associations, corporations. I- stockholders or creditors dealing with this d corporation hereby waive any rights or 'd cause of action against the original or sun e, sequent owner or owners of such shares of '- the capital stock issued to it him, her or We them in payment or exchange for labor done ie or services rendered, or for such rights, franchises, credits, contracts and property valued by the board of directors as afoe I, said; and each, every and any and all con y tract, contracts or undertaking made by or is entered into with this corporation shall be a- subject to this provision of this charter. d All of said stock shall be full paid and re non-assessable when issued and delivered, td and transfers thereof shall not be binding e- on the company unless recorded In Its books, iy and shall be further subject to such rules, 11 regulations and conditions as the board of o- directors may prescribe. SARTICLE V. cs The corporate powers of this corporation, ie including the powers to make and amend its by-laws, and the management and control of Its affalrs, shall be vested in and exer le cised by a board of directors composed of a. not less than three (3) or not more than Id ive (5) persons, who shall be the holder of · at least one (1) share of the capital stock r of this company, a majority of whom, rep et resented either in person or by proxy, shall ag constitute a quorum for the transaction of ze all business. Any director in l absence from any meeting of the board of directors shall have st power to appoint in writing another director or atockhbolder as his proxy, wita tfull power Sto act in his stead at such meeting. The directors shall be elected annually by ballot by the holders of the stock, 'n the first Tuesday of January of each year. iEach bolder of stock shall be allowed to vt ote In person or by written proxy, one vote for each share of stock owned by him 4-id Sall eeletlons shall be held under such rules Sand regulations as may be adopted by the Sboard of directors. The directors thus elect In ed shall continue In ofce for one year and until their successors shall have been - ily Selected and qualified. Any fallure to elect 'e osers or dreotors shall not be regarded as a forfeiture of the charter. Any vacancy Soccurring on said board of directors shall id be filled by the remaining directors from a mong the stockholders tor the anexpired e, term. The following persons shall be and con stitute the first board of directors: Charlres 1 D. Warren, Otto T. Maler, Edmund Bristol, Leo A. marrero, E. Howard MoCaleb, a ma jorIty of whom shall constitute a quorum, with Charles D. Warren as president Otto c T. Maler as vice-president and E. Howard MaCaleb as secretary, who shall be the om esrs of the corporation and shall serve until e the regular meeting on the first Tuesday of IJanuary, 1914, or until their successors have been elected and anallfed. ARTICIl VI. The liability of the steckholders of this corporation for the contracts or faults of Sthis corporation Is limited to any unpaid Sbalance that may be due by them respect. tvely on their subcrlptionas. No mere informality in this nat of incor is poration hall render this charter void, or expose stockholders to lilabilty beyond the amodht of theTir uaids rptions, This charter may be ameuded, or this cor poratlon may be diasolved with the amseut of the stockholders holding a majority of the outstandling stock, at a.general meeting convened for that prpaose, ad at least teon (10) da otce shal hae been given to the stoholdrs, through the mall and d dressed to their last known respective plaes oft bmsiness. In case of dissolution by the expilrtloe of this charter or otherwe, the afhalrs of r tl earporation shall be liqu idsted bythree S() stockholders to b elerted at the meet ing orderlng such laolsntion. d "is chIter ami serve as the original tass corporation, lthe undarsigd bein the nmber of shaes oppostle their repective sme Thus dae and ianed, in my ede at New Q Orlean, Lou , on the day ad date : hereln;sbre fnttet:nd in the l of Lali P. Bryat sad John W. .J*, L afterd: red 1. nagr ·rte whle ,.;,,~ Rtm~a el~r In An Emergency- Telephone THE TELEPHONE is the first to summon aid in acci dent or emergency. It is invaluable at the time when assist ance is needed at once. Your first thought should be "TEL. EPHONE" In every-day life, emergencies may arise that demand quick and effective action. With a telephone in your home you are prepared to send for assistance by the quickest route. Doctor, druggist, police, fireman-all are within instant reach by telephone. In fact, nearly everyone whom you wish to reach quickly should have a telephone. THE TELEPHONE HAS ALMOST COUNT LESS USES IN "EMERGENCY VALUE." Cumberland Telephone S 1 and Telegraph Co., Inc. The Murry Hill Buffet J.- . Vezien Short Oder Lunches a Special ines Liquors. Open After July Ist. 1912 507i511 Pattereon Street SFOR YOUR 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 "I E. J. MOTHE UNDERTAKER AND EMBALMBR Phone, Algiers 29. No. 222 Morgan Street Move Into a Wired House When looking for a house with all modem 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 yo, and at moderate cosrt to him. r Algiers Railway & Lighting Co. OTTO T. MAIER, Vice Pres. a Gen'I Mgr. CHAL W. FORD, General SuperlIntendent DRINK Louisiana Pilsener Beer 4 New Orleans Brewing Co. Telephim, Jackem 212 When in Need of CUT FLOWERS WEDDING BOUQUETS AND FUNERAL DESIGNS Virgin Can 8uply TYo Promptly T*lephen4 Write or Wire 838 Canal St. Phoan Main II7 New Orleans The Gessner Co. 611 Canal Street New 'Orleane SOCIETY STATIONERS AND ENGRAVERS Pere Mats 3823 I, the underslged recorder of mortgaaes I3n ad for the arsh of Orleans stat o Louiana, do ere certify that the above and foren sct of Inorpaportlon of the Jeeson-bell & Contracting Co was this day recorded in my sdice boo 10, toll N.New Orle a., Ma h 91, 19. II o reby certify that the above and forfg Is a true and crrect cop of charer of the Jefers Shelon Cotractag Company, passed before me on March 211 191i, withl the exceptiom of the mamae o the sb.er~ber whose namses are umittae frem this epy. Witssy sad seal of asOPOI 614- M at1s- 1 ias e What we advertise is so. A Good Argument! It we supply tty per cent ot the little boys of New Orleans with their clothes, Isn't this Just as good a plan for those little Algerians? KNEE PANTS, SUITS...$2 up. KNEE PANTS.........60o. up. Mayer Israel & Co., 714716 CANAL STREET. MI AbaUl & Bro., Ltd. Dealers l. Groceries lI Weshm PreIm, PELICAN AVE., Cer. Verret St. ALGIERS, LA. Sierra Bros., -DIALRS IN GROCERIES IMPORTED WINES, LIQUORS, CGlARS, TOBACCO, ETC. lssvele St. " Opelssas Ave. ALIEAS, LA.