A SHORT HISTORY OF THE HEARD LAND CORP.
(This is the “short” history because I am writing a “longer” version and will be posting it Here.) Over the years, a number individuals have valiantly carried out the work of the Family. Their hard work and sacrifices have never been adequately appreciated nor recognized. I have not listed names herein, but we should include RECOGNITION among the PLANS we make for our future. I have left out almost all names in this version because I feared to leave someone out. In the longer version I hope to name more people with their contributions.
INTRODUCTION (the Family and the Farm)
- The Last Years of the 19th Century (1890’s)— James Addison and Clora Frances Heard acquired a quarter section of land adjacent to her parents’ farm in Vernon Parish outside of Pitkin, LA. This is the land that still (over 125 years later) belongs to their descendants as The Heard Land Corporation. Shortly after acquiring the land, they began building a large house to accommodate their growing family. In the early decades of the 20th century the family grew to 12 children.
- The 3rd Decade of the 20th Century (abt. 1922-25) — The big house burned, and they lost everything except the mantel clock. They built a smaller house, the farm house that is now the heart of the Heard Land Corporation (now a Century old). The oldest 4 children had left home, so the family size was shrinking.
- Dec. 20, 1946 — At the death of James Addison, Clora Frances was left a widow at age 66. The children’s greatest concern was for her, and they decided that any of the children who would move back to the farm and live with their Mother, would inherit the land and house on her death. This did not work out well. Simmy and Bobbie tried, but after a few years they moved to Baton Rouge. Glenn and Bertha tried, but after a period, moved to a house nearby on Bertha’s family farm. Grandma Heard was a strong-minded lady.
CREATION OF THE CORPORATION
- March 15, 1968 — The death of Clora Frances Nolen Heard required action on the part of her heirs. At the time of their Mother's death, the 12 living Heard children did not want to see the farm broken up. They wanted it preserved for the use of the family, and as a means of holding the family together. The eldest son, Thomas (T. P.) Heard conceived of the Land Corporation as a means of achieving this objective, and had the original Incorporation Papers drawn up, and the Stock Certificates printed and distributed. There were 12 shares and 12 shareholders. We have not found a copy of the original Charter.
- October 23, 1968 —The Heard Land Corporation was Registered as a Domestic/Business Corporation (C-Corporation.) with the Secretary of State of Louisiana. The Charter number 228505210D was assigned. For 22 years no changes are recorded in the state records, but in 1990, an AMENDMENT was registered with the state. I don’t have information on this amendment.
- 1968-1995/6 USES 0F THE FARM — The Heard Children enjoyed going to the Farm. They had work days and groups came to keep things up. There were some volatile disagreements at these gatherings and at the annual meetings. Some of the older grandchildren became involved. Bette Lois was the secretary-treasurer (and peacekeeper). I can’t provide details because I wasn’t in Louisiana during much of this period. But I know they cooked and ate a lot of good food, and had a few fallings out. The hunting season was the most popular time of the year. Those who didn’t hunt cooked, and there were apparently some fun gatherings.
CORPORATION CHARTER AMENDED
- 1995 -1997 — The oil/gas well on the property was completed and went into production. The Corporation had profits. — (I believe that Vera and Lindsey, were the only two living children at this point). Changes in circumstances led to multiple concerns:
- We had profits for the first time — How should this be handled? Stockholders objected to paying taxes twice (first corporate income taxes, then personal income taxes). Therefore, stockholders believed that the corporation should changed to a “pass-through” corporation. In a “pass-through corporation” (sometimes called an S-Corporation) all profits are passed directly to stockholders, who then pay the income taxes. If the profits had continued, this might have been a good option. In retrospect, it was almost certainly a mistake.
- The Original Stockholders were dying, and stock could pass from the family. — As long as there had been no profits to be made, we had not worried about outsiders wanting stock, but with money as incentive, it became a problem. Also 12 shares were difficult to “share” in inheritances with multiple heirs.
- Amendments to Articles of Incorporation — To prevent the corporation from leaving the family, the corporation was changed to be a “closely-held, family corporation.” Spouses could inherit, but they could only sell stock to descendants of James Addison and Clora Frances Heard. Only family members (including adopted children) could be stockholders. We voted to modify the original in 2 ways. First, only Heards (by descent or adoption) could buy stock; and second, all stock sales had to be offered to the Corp. first. These changes were written in 1995, and then approved and filed with the State of Louisiana as an Amendment in 1997. Copies of these amendment documents (including a definition of descendants) are available in the long history or from Board Members.
- Multiplication of the shares was the final change made in 1995. I believe each single share was multiplied by 1,000. This made it possible for shareholders to divide shares among multiple heirs, but made record keeping a bit more complicated, especially since securing a QUORUM for enacting business became more and more difficult.
7. USES OF THE FARM 1995-2024 —Between 1995 and 1999, we held several “Cousin Summer Camps” at the Farm. The children at these camps were the grandchildren of the grandchildren of James Addison and Clora Frances (their great, great grandchildren). As a result of these camps, some of that generation have an attachment to the Farm.
Some time after the end of the camps, Uncle Lindsay and Bob built their vacation home and began developing the Hunting Club. Some of the grandchildren began bringing campers, and others located mobile homes so they had their own space on the farm. Although a separate entity from the Farm, the Hunting club has been a valuable asset in the efforts to care for and preserve the farm. Not only have Bob and Lindsey with others kept the place up, the presence of people coming and going has prevented problems.
A couple of times, from the late 1900’s family members spent time working on the house and the corporation paid costs for the upkeep and repairs including rewiring it to prevent fires, putting on a new roof, painting, and attempting to install working cooling and heating. The construction of the outdoor bathroom was one major project, A covered area attached to the back porch created a good place to gather. I haven’t given the names of those who worked on all these projects because I feared leaving someone out. The most recent improvements include the construction of our pavilion and the complete remodel and painting that Jason with Remington’s help is still working on.
Over this 25 year period, the old house was occupied for approximately 9/10 years. George Heard lived there between 2010 and 2012 and Robert Allardyce lived there from 2014-2021. They represented the 3rd and 4th generations of the Heard Family to make their home in that house on that property.
HEARD LAND CORPORATION, 21ST CENTURY
- OCTOBER, 2024 — The Heard Land Corporation turns 56. All of the 12 children and their spouses are gone from us. Most of the 36 grandchildren are gone. Fortunately, there are great grandchildren, and great, great, and great, great, great and even 4-Great and 5-Great Grandchildren to carry forward the Legacy. The Task we face in 2024-25, is how should we structure the ownership of the stock of the Corporation so that the Land, the House, and the Legacy will continue for as long as possible, benefiting those who love it most and are committed to preserving the Heritage.
POTENTIAL APPROACHES
- Do Nothing — Just let things rock along. This is entirely feasible. The corporate structure is sound, and “if it ain’t broke, don’t fix it.” This clearly works, and I believe that the Corporation will survive for decades to come, following a course of natural evolution.
- Make Minimal Changes to Facilitate the Changes already in progress — Do a bit of work to grease the process. This primarily involves being sure that the system works as it should to make it possible for “uninterested” stockholders to sell their shares to the corporation, and for their shares to be absorbed by the corporation or offered for sale to eligible, interested descendants. Along these lines, the exact tax status and tax procedures should be clarified for all stock holders in order to help them decide about selling the stock. We are simply greasing the wheels of the natural course of change.
- Make More Ambitious Plans directed Toward Involving more Family Members in the Family (if not in the Corporation) — This focuses on the Purpose of the Corporation as a mechanism for preserving the “Heard Family” as an entity. This requires that more family members become active, participate, and by their presence and their efforts effect the future of the Family. If there is interest in this third alternative, we need to ask several questions:
- Are any of YOU as individuals prepared to commit to playing an active role in rejuvenating the family? What roles would you volunteer to play; what responsibilities or work are you willing to do? If no one is interested, then let’s not waste time.
- Should be we thinking along two levels — plans for the Corporation Stockholders only vs. plans for family members who are not stockholders, but who are part of the larger family that the Corporation was founded to hold together. Can or should we try offer benefits and opportunities to both? We may need to draw clear lines of distinction between the two.
- How can we best enhance and continue the relationship between the Hunting Club, whose members and activities have been so essential and important in the preservation of the Farm, and the larger Heard Family (both stockholders and non stockholders)? This is an important factor as we look to the future.
OCTOBER 5TH MEETING
I propose that we use the October 5th Meeting to discuss these and other questions that may be raised. That the Board commit to meeting later this year, and considering these questions and setting a date for a Shareholders’ Meeting, and announcing that meeting date. I believe we CAN and SHOULD make this NEXT meeting a ZOOM meeting so that shareholders and family members can attend and participate either in-person or on-line. I think this will be super fun.
WE ARE BLESSED — THERE IS NO EMERGENCY AND NO RUSH. WE CAN TAKE THE NECESSARY TIME — However, if we are to take any actions, we should do so before the end of 2025. If nothing happens before 2026, we should assume that the Family’s Chosen Course is to Do Nothing, and allow the corporation to evolve naturally.
I’m hoping that while we are together on October 5, we can figure out a way of scheduling the Farm House for spring and summer uses. We are hoping that we can have our own “Heard B & B,” and that family members can enjoy the house and Pavilion. There is talk of reviving the “Cousins Camps” for a new generation. I want to come down and spend a week here working on and sharing Heard/ Nolen/ Miller Genealogy materials. I’m hoping others will come and join in. I will be writing more later.
WHAT WOULD YOU LIKE TO DO AT THE FARM?
WHAT PLANS CAN YOU MAKE?