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APPLICATION FOR CERTIFICATE
OF INCORPORATION
—of—
GEORGIA, FLORIDA & ALABAMA
RAILROAD COMPANY.
State of Georgia,
County of Decatur, ss.:
To the Secretary of State of the
State of Georgia:
The petition of R. B. Coleman, L.
G. Papy, A. B. Conger, D. B. Scott,
F. L. Fuller, J. S. Fuller, W. A. Olliff,
T. A. Connor, Earl Sims, and Geo.
H. Wells respectfully shows:
(1) That they desire for them
selves, their associates, successors
and assigns, to be constituted a body
corporate for the purpose of acquir
ing, maintaining, operating and leas
ing a railroad in the States of Geor
gia and Florida, together with all
appurtenances thereto, under the
name and style of
Georgia, Florida & Alabama
Railroad Company
for the term of one hundred and
one years with the privilege of re
newal at the expiration of said time.
(2) The names and residences of
the petitioners are as follows:
Names Residences
R. B. Coleman, Bainbridge, Decat
ur County, Georgia.
L. G. Papy, Bainbridge, Decatur
County, Georgia.
A. B. Conger, Bainbridge, Decat
ur* County, Georgia.
D. B. Scott, Bainbridge, Decatur
County, Georgia.
F. L. Fuller, Cleveland, Cuyahoga
County, Ohio.
J. S. Fuller, Cleveland, Cuyahoga
County, Ohio.
W. A. Olliff, Bainbridge, Decatur
County, Georgia.
Earl Sims, Atlanta, Fulton Coun
ty, Georgia.
Geo. H. Wells, Bainbridge, De
catur County, Georgia.
T. A. Connor, Bainbridge, Decat
ur County, Georgia.
(3) The name of the railroad
company which the petitioners de
sire to have incorporated is GEOR
GIA. FLORIDA & ALABAMA
RAILROAD COMPANY.
(4) The length of said road, as
well as can be estimated, is one hun
dred and ninety-three miles. The gen
eral direction of said railroad is from
Richland in the State of Georgia,
through Cuthbert. Arlington and
Bainbridge in said State of Georgia
to the state line between the States
of Georgia and Florida at or near
Jamieson and thence through Havana
and Tallahassee in said State of
Florida to Carrabelle in said State
of Florida on the Gulf of Mexico
and with a branch line from Havana
in the State pf Florida to Quincy in
the State of Florida, together with
such extensions and branches as may
hereafter be duly authorized.
The counties through which said
railroad will probably run are the
following: Webster, Stewart, Ran
dolph, Calhoun, Early, Miller and
Decatur in the State of Georgia, and
Gadsden, Leon, Wakulla and Frank
lin in the State of Florida.
The names of the principal places
from which and to which said rail
road is constructed are the following:
In the State of Georgia from Rich
land through Kimbrough, Troutman,
.Benevolence, Cuthbert, Randolph,
Carnegie, Edison. Arlington, Row
ena, Damascus, Warren’s Mill, Col
quitt, Babcock, Eldorendo, Lynn,
White’s Mill, Bainbridge. Attapulgus
to Laingkat in the State of Georgia
gnd thence across the state line to
Jamieson in the State of Florida and
thence through Hinson, Havana,
Tallahassee, Spring Hill, Hilliard
ville, Arran, Ashmore, Sopchoppy and
Lanark to Carrabelle in the State of
Florida, with a branch line from
Havana in the State of Florida
through Florence, Littman and Cory
to Quincy in the State of Florida.
(5) The amount of the proposed
capital stock is One Million Five
Hundred Thousand Dollars ($1,500,-
000) par value and Ten Thousand
(10,000) shares without par value.
The one million five hundred thous
and dollars ($1,500,000) par value
of capital stock shall be divided into
Ten thousand (10,000) shares of
first preferred stock of the par value
of One Hundred dollars ($100) each
and Five thousand (5.000) shares of
second preferred stock of the par
value of One hundred dollars ($100)
each. The Ten thousand (10,000)
shares of stock without par value
shall be common stock. The prefer
ences, voting powers, restrictions and
qualifications thereof, and the rights
and privileges of the various classes
of stock are as follows:
(a) The holders of the first pre
ferred stock shall be entitled to re
ceive and the corporation shall be
obligated to pay dividends thereon
at the rate of five(s) per cent, per
annum and no more, payable semi
annually, the first semi-annual divi
dend of two and one-half (2 1-2)
per cent, being payable on the first
day of the month following the ex
piration of six months after the ef
fective date of a lease to be made
by this corporation of its railroad to
Seaboard Air Line Railway Company
and semi-annual dividends of two
and one-half (2 1-2) per cent, being
payable thereafter on the first day of
the month at intervals of six months,
and, subject to the provisions of
Subdivision (g), said dividends on
said first preferred stock shall be
declared or paid or set apart before
any dividends shall be declared
or paid or set apart upon
the second preferred stock or the
common stock. Said dividends on
the first preferred stock shall be
cumulative so that if the company
shall fail on any dividend date to
pay such dividends, or any part
thereof, on all the issued and out
standing first preferred stock, such
deficiencv in the dividend shall be
fully paid, but without interest, be
fore any dividends shall be declared
or paid or set apart on the second
preferred stock or on the common
stock, subject to the provisions of
Subdivision (g).
The holders of the second prefer
red stock shall be entitled to receive
and the corporation shall be obli
gated to pay dividends thereon at the
rate of four (4) per cent, per annum
| and no more, the first semi-annual
dividend of two (2) per cent, at
jsaid rate of four (4) per cent, per
I annum being payable on the first
' day of the month following after the
I expiration of three years and six
j months after the effective date of the
! aforesaid lease, and the second semi
annual dividend of two (2) per cent,
at said rate of four (4) per cent, per
j annum being payable on the first day
■of the month after the expiration of
a further period of six months and
thereafter the holders of the second
preferred stock shall be entitled to
I receive and the corporation shall be
j obligated to pay dividends thereon at
the rate of five (5) per cent, per
annum, and no more, payable semi
annually, the first semi-annual divi
dend of two and one-half (2 1-2) per
cent, being payable on the first day
of the month following the expira
tion of four years and six months
after the effective day of the afore
said lease and semi-annual dividends
of two and one-half (2 1-2) per cent,
being payable thereafter on the first
day of the month at intervals of six
months, and, subject to the provis
ions of Subdivision (g), said divi
dends on said second preferred stock
shall be declared or paid or set apart
before any dividends shall be de
clared or paid or set apart on the
common stock. Said dividends on the
second preferred stock shall be cu
mulative so that if the company
shall fail on any dividend date to
pay such dividends, or any part
thereof, on all the issued and out
standing second preferred stock,
such deficiency in the dividends
shall be fully paid without interest
before any dividends shall be de
clared or paid or set apart on the
common stock, subject to the pro
visions of Subdivision (g) hereof.
Dividends shall not be declared
on the common stock until after the
first dividend has been declared or
paid or deemed to have been paid as
provided in Subdivision (g) hereof
on the second preferred stock. When
ever the dividends payable on the
next ensuing dividend payment date
and for all preceding dividend pe
riods shall have been declared and
set apart on the first preferred
stock and on the second preferred
stock or deemed to have been paid
pursuant to the provisions of Subdi
vision (g) hereof, and not other
wise, diivdends at such rate as may
be determined by the board of di
rectors may be declared and paid on
the common stock from time to time,
provided that there are remaining
net profits of the corporation out of
which the same may be declared and
paid.
(b) The whole of the first pre
ferred stock and the whole.of the
second preferred stock, or any part
of either thereof, may be redeemed
on any dividend date at the option
of the board of directors from time
to time upon thirty days’ previous
written or published notice to the
holders of record of such stock given
in such manner as may be prescribed
by resolution of the board of direc
tors, by paying therefor in cash the
par value of said preferred stock,
and, in addition thereto, all unpaid
accumulated dividends thereon at
the date fixed for such redemption.
If at any time less than the whole
of the first preferred stock or less
than the whole of the second pre
ferred stock then issued and out
standing shall be called for redemp
tion, it shall be accomplished in any
legal manner then determined by the
board of directors. First preferred
stock or second preferred stock so
redeemed shall nojt be reissued and
shall be cancelled.
There shall be no redemption of
second preferred stock if after such
redemption there shall be outstand
ing first preferred stock of a par
value more than twice the par value
of the second preferred stock re
maining outstanding after such re
demption.
(c) Upon any dissolution or liqui
dation of the company, whether
voluntary or involuntary, or’ in the
event of its insolvency, or upon any
distribution of its assets byway of
return of capital or redemption of
capital stock, there shall be paid to
the holders of the first preferred
stock the par value thereof and the
amount of all unpaid accumulated
dividends thereon (whether earned ■
or not), with interest upon such par j
value at the rate of five (5) per cent, i
I per annum from the last dividend j
j date before any sum shall be paid
or any assets distributed to or among
| the holders of the second preferred
j stock or the common stock, and
j there shall be paid to the holders of
! the second preferred stock the par
i value thereof and the amount of all
. unpaid accumulated dividends there
on (if any), whether earned or not,
I with interest upon such par value
! from the last dividend rate at the
rate or rates, respectively, equivalent
to the rate or rates of dividend
ito which the holders of the second
■ preferred stock are entitled for such
; period in accordance with the pro
! visions of this Petition before any
i sum shall be paid, or any assets dis-
I tributed, among the holders of the
common stock. Interest and accumu
i lated dividends shall not be received
ifor the same period, but interest
j shall be received only from the date
lon which the last installment or
[ dividends was payable.
After the payment to the holders
j of the first preferred stock and sec
ond preferred stock has been made
■as aforesaid, the remaining assets
. and funds of the company shall be
divided among and paid to the hold
ers of the common stock according
to their respective shares.
(d) Neither the first preferred
i stock nor the second preferred stock
shall have any voting power except
|in the instances hereinafter express
ly declared by this Petition and all
such voting power shall reside ex
clusively in the common stock except
as herein set forth. The company
! shall have no right or power to ac
quire other lines of railroad, either
by the construction thereof or by
the purchase thereof or by the ac
quisition of stocks and securities or
in any other manner, unless such
lines of railroad shall at the time of
EARLY COUNTY NEWS, BLAKELY. GEORGIA
such acquisition directly connect and
[be continuous with lines of railroad
iof or theretofore acquired by the
i Company unless the acquisition there
, of shall be assented to by the hold-
I ers of a majority of the then out
■ standing shares of first preferred
; stock given either in writing or by
j vote at a meeting duly called for
that purpose or not less than ten
days’ notice. The Corporation shall
not consolidate with or merge into
; any other company unless such con
• solidation or merger be authorized
and approved by the holders of at
least sixty-six and two-thirds (66 2-3)
per cent, of each class of stock.
The first preferred stock shall have
no voting powers unless there shall
exist at the time of any stockholders’
meeting a default in the declaration
and payment of dividends aggregat
ing five (5) per cent, on the par
value of the first preferred stock
then outstanding, or unless any
payment on either principal or inter
est or unless any obligation secured
by lien, mortgage, deed of trust or
otherwise on property real and—or
—personal of the company shall then
be in default, and in that event,
until all accumulated dividends on
the first preferred stock and the
dividends then due on the first pre
ferred stock shall have been paid,
together with any principal which
may be due or the maturity of such
principal debt shall have been ex
tended or said debt either renewed
or refunded, neither the second
pteferred stock nor the common
stock shall be entitled to vote, but
the sole right to vote shall reside
exclusively in the first preferred
stock; but upon the declaration and
payment of accumulated dividends
and the dividends then due upon the
first preferred stock and of any
principal debt as hereinabove desig
nated and of interest thereon then in
default or upon payment of said
interest and extension, renewal, or
refunding of said debt, the first
preferred stock shall no longer be
entitled to vote and the power to
vote shall vest exclusively either in
the second preferred stock (in case
of the happening of the contingen
cy hereinafter set forth) or in the
common stock until the occurrence
[ of a similar default in the declara
[ tion and payment of dividends on the
first preferred stock aggregating
five (5) per cent, on the par value
of the first preferred stock then out
standing or default in principal and
—or—interest as above stated.
The second preferred stock shall
have no voting powers until it shall
be entitled to receive dividends as
hereinabove set forth. Thereafter
the second preferred stock shall have
no voting powers unless there shall
exist at the time of any stockholders’
meeting a default in the declaration
and payment of dividends on the
second preferred stock aggregating
four (4) per cent, or five (5) per
cent., respectively, on the par value
of the second preferred stock then
outstanding, corresponding to the
rate of dividends then applicable, or
unless any payment on either prin
cipal or interest or unless any obli
gation secured by lien, mortgage,
deed of trust or otherwise on prop
erty real and—or—personal of the
Company shall then be in default,
and in that event, and until all ac
cumulated dividends on the second
preferred stock and the dividends
then due on the second preferred
stock shall have been declared and
paid and until any past due interest
shall have been paid together with
any principal which may be due or
the maturity of such principal debt
shall have been extended or said
debt either renewed or refunded, the
common stock shall not be entitled
to vote, but the sole right to vote
shall reside exclusively in the sec
ond preferred stock, provided that
the same shall not then reside in
the first preferred stock in accord
ance with the provisions hereinbe
fore set forth, provided, however,
that notwithstanding anything here
inabove contained, said sole voting
power shall reside exclusively in
the second preferred stock if a ma
jority of the first preferred stock
is owned or controlled by the Sea
board Air Line Railway Company or
its successor or lessees under the
lease hereinabove mentioned; but
upon the declaration and payment
of accumulated dividends and the
: dividends then due upon the second
I preferred stock and of any princi
. pal debt as hereinabove designated
and of interest thereon then in de
j fault or upon payment of said inter-
I est and extension, renewal or re
! funding of said debt, the second
1 preferred stock shall no longer be
! entitled to vote and the sole voting
j power, until the occurrence of a
similar default in the declaration
and payment of dividends aggregat
ing four (4) per cent, or five (5)
i per cent., respectively, on the par
’ value of the second preferred stock
j then outstanding, corresponding to
i the rate of dividends then applica
ble or default in principal and—or—
| interest as above stated, shall revert
l exclusively to the common stock.
The holder or holders of any
shares of first and—or—second pre
: ferred stock, in event of default made
by the company in payment of eith
er principal or interest of any in
debtedness secured by lien, mort
gage, title or otherwise upon, to or
:in any property, real and—or—per
sonal of the Company, shall have the
right and privilege upon the happen
! ing of default therein to discharge
and pay the same for the use and
benefit of the company and thereupon
be entitled to reimbursement there
for from the company and shall also
be subrogated to whatever recourse
the company may then have over
against any person, firm or corpor
ation which may have assumed pay
; ment thereof and—or—is under cov
enant or contract to pay such inter
est, and either to pay, satisfy or dis
charge or cause to be paid, satisfied
and—or—discharged, or to renew,
extend or refund or cause to be re
newed. extended or refunded as and
when the same respectively become
due and payable, the principal of
any obligation of the company so
secured, in event such Covenant or
I contract shall have been breached by
said person, firm or corporation.
Notwithstanding anything herein-
■ before contained, the holders of first
preferred stock shall not have vot-
! ing power in the event of the failure
to declare or pay dividends to them
’as aforesaid if such failure be due
to the fact that pursuant to the
provisions, assented to by the holders
of all the first preferred stock, of
any lease of 'all the property of the
■ company the lessee shall have been
released by the express terms of said
lease from the payment of or shall
be permitted to withhold any sum as
J rental which by the terms of said
• lease would be applicable to the
payment of such unpaid dividends.
Notwithstanding anything herein
before contained, the holders of sec
ond preferred stock shall not have
voting power in the event of the
failure to declare or pay dividends
to them as aforesaid if such failure
be due to the fact that pursuant
to the provisions, assented to by the
holders of all the second preferred
stock, of any lease of all the proper
ty of the company the lessee shall
have been released by the express
terms of said lease from the pay
ment of or shall be permitted to
withhold any sum as rental which
by the terms of said lease would be
applicable to the payment of such
unpaid dividends.
(e) The By-Laws shall fix as the
time in each year for the annual
meeting of stockholders of the
company a date not more than one
month after a regular dividend pay
ment date on the first preferred
stock, or, if the first preferred stock
shall all be retired, on the second
preferred stock, and at said meeting
the stockholders then entitled to
vote shall elect all directors of the
company whose term of office shall
run until the time fixed for the next
annual meeting and thereafter until
their successors shall have been
duly elected, and it shall be incum
bent on said directors to organize
immediately after such meeting and
select the officers of the company
whose term of office shall be for a
period not in excess of thirty days
longer than that of the directors,
and so long as any of the preferred
stock of either class is outstanding
no By-Law may be adopted changing
the time of such annual meeting
and—or—the time or method of the
election, or the term of office for
either the directors or officers of the
company without the consent of two
thirds in amount of each class of
such stock.
(f) The company may issue and
dispose of its authorized shares with
out par value for such consideration
as may be fixed by the board of di
rectors, who are hereby given general
authority for that purpose, without
requiring either general or special
authority from the stockholders;
provided that before the company
shall begin business as a corporation
there must be at least One thousand
dollars ($1,000) paid in for such
non-par value common stock, either
in cash or in tangible assets at their
fairly appraised valuation.
(g) If an installment of rental
applicable by the terms of any lease
approved by the holders of all the
first preferred stock and all the
second preferred stock, of all the
property of the company, to an in
stallment of dividends payable on
ihe first preferred stock or on the
second preferred stock, as the case
may be, shall be released to the les
see, in whole or in part, on condi
tions specified in said lease, then
the installment of dividends or part
thereof on the first preferred stock
and —or —the second preferred stock
to which such installment of rental
would have been applicable, shall
not be cumulative and all rights
thereto shall cease and shall be
voided and waived, and the divi
dends on the first preferred stock
and—or—the second preferred stock,
as the case may be, in the amount of
the rental so released shall be deem
ed to have been paid.
(h) If the office of any director
becomes vacant by reason of death,
resignation, retirement, disqualifica
tion or otherwise, the remaining
directors, although less than a ma
jority of the Board, may by a ma
jority vote (or if only one, the sur
vivor), choose a successor or suc
cessors for the unexpired portion of
the term in respect of which such
vacancy occurred.
(6) The company is to continue
for the term of one hundred and
one years with the privilege of re
newal at the expiration of said time.
(7) The principal office of the
company is to be located at Bain
bridge, in the County of Decatur,
I State of Georgia.
(8) Your petitioners do intend in
Igood faith to go forward without de
j lay to secure subscriptions to the
, capital stock of the company and to
I acquire, equip, maintain and operate
[ the aforesaid railroad.
(9) Your petitioners request to be
j incorporated under the laws of the
i State of Georgia, as aforesaid, and
■ have given four weeks’ notice of
their intention to apply for this
charter by the publication of this
petition in one L>f the newspapers in
which the sherifrs advertisements are
and jOIK /
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published, in case there is a newspa-1
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spectively, in each of the counties I
through which the aforesaid railroad I
will probably run, once a week for
four weeks before the filing of this
petition.
IN TESTIMONY WHEREOF the
| aforesaid petitioners have duly sub
scribed this petition under their re
i spective seals.
R.’ B. COLEMAN,
L. G. PAPY,
A. B. CONGER, j
D. B. SCOTT,
F. L. FULLER,
J. S. FULLER,
W. A. OLLIFF,
EARL SIMS,
GEO. H. WELLS,
T. A. CONNOR.
State of Georgia,
County of Decatur, ss.:
R. B. Coleman, L. G. Papy and A.
B. Conger, being three persons form
ing GEORGIA, FLORIDA & ALA
BAMA RAILROAD COMPANY, and
whose names are subscribed to the
foregoing petition, do hereby make
oath and say that the names sub- •
scribed to tTie foregoing petition are
the genuine signatures of the per
sons named therein; and that the
facts stated in the petition are true
to the best of petitioners’ knowledge
and belief.
R. B. COLEMAN,
L. G. PAPY,
A. B. CONGER,
Sworn to before me, this 14th day
of June, 1927.
M. W. CURRY, Notary Public,
Georgia, State at Large.
MASONIC NOTICE.
Magnolia Lodge No.
86 Free, and Accept
ed Masons holds reg
ular commun.cations
on the first and third
Monday nights in
each month. The
,O,
time is 8:00 P. M. in the summer
and 7:00 P. M. in the winter. Vis
iting brothers are extended a cordial
invitation to attend.
J. O. BRIDGES, W. M.
R. H. STUCKEY. JR., Sec’y.
uW REMEMBER,
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CITATION.
GEORGIA—EarIy Cunty:
Whereas, J. J. Holder, Administra
tor of the estate of J. J. Holder, Sr.,
represents to the Court in his peti
tion, duly filed and entered on re
cord, that he has fully administered
said J. J. Holder, Sr.’s., estate: This
is therefore to cite all persons con
cerned, kindred and creditors, to
show cause, if any they can, why
said Administrator should not be
discharged from his administration,
and receive letters of dismission on
the first Monday in July, 1927.
H. H. GRIMSLEY, Ordinary.
CITATION.
GEORGIA—EarIy County:
To all whom it may concern:
T. J. Howell, Jr., having in proper
form applied to me for Permanent
Letters of Administration on the
estate of H. P. Munnerlyn, late of
said county, this is to cite all and
singular the creditors and next of
kin of H. P. Munnerlyn to be and
appear at my office within the time
allowed by law, and show cause, if
any they can, why permanent admin
istration should not be granted to
T. J. Howell, Jr., on said estate.
Witness my hand and official sig
nature, this 6th day of June, 1927.
H. H. GRIMSLEY, Ordinary.
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