The herald., 1912-10-17
CHARTER


OF AlFRAp II. CLEMENT < COMPANY.
T. UNITED STATES or AMERICA. STATE
or LOUISIANA, CITY OF NV OR
Re- it known. that on this first day ~ the
! month of October, in the year ou. thousand
! nine hundred and twelve, before m-. Law
. renee VI. Janin. notary public duly com
Imi>~luucd and sworn. in and for rIr parish
= of Orleans and city Of New Orleans. thrrrin
residing. personally cam" and Appeared The
parties whose names ar, h,rruutu ~.s.r-. rihol.
|aIl of fun age, who declared thar. ava. ling
turmseiy,, of N" provision, OF the laws Of
I inns state, relative to corporations. they
hav" c"vcuauted aud agreed. and ,v thrs,
, presents covenant and ACRE" and bind them
selves. as well as such other persons a~ may
hereafter become associated with them, 10
, form and constitute a corporation AMI body
polite in law, for the purposes ANA objects.
land under tn" StIpulaIiuu~. articles and con
+, .dtlonS following, tu-wit:
ARTICLE J.
The name and title of the said ,prupratiou
shall be "ALFi;Ep II. CLEMENT n COW.
liANl, ana Us domirilr is h".r.,y rstab-
ltShcd in New Orleans. state OF Louisiana
and under its said corporate name. said cor.
porafion shall have power and authority to
contract. sue and Dee sued; To- make aud use
! IA corporate seal, and the same % break and
alter at pleasure; 10 hold, receive. have,
purchase. improve, ALLEVIATE. convey. sell bor-
row pledge. mortgage aud hypntIrr1j,. nm
der lis said corporate name. pruprrry r.oI
personal and mixed; TO name and 3pnoiut
such officers, directors. agents and managers
or employees. as the interest or convenience
and establish bylaws rules aud regulations
o Tor the proper management and regulations
"t MS AFFAIRS. as may b." deemed necessary
ana proper and the same 90 chang. and
alter AT pleasure: and To do a., other acts
and things permitted by law. or AS shall or
may hc necessary and proper Iu carry out
me objects aud purposes of said corpora
said corporation. unless sooner dissolved.
IN accordance with its charter. shall exist
and continue for the period of niu"Jv-uinc
] la l1 E..r
The president or in his absence the vice
president, shall be- the proper person upon
whom citation or other legal process shall
br served.
ARTICLE H.
The objects and purposes for which this
L corporation is organized and the nature Of
: the business To Dee carried on 10y II, are de
! clar"d to De- the following. to-wit. \ gen
! eral freight brokerage, forwarding agents.
! freight contractors and insurance brokerage
; business To act as agents for Importers. cX-
purtcrS ana common carriers: To- acquire
other business Of character like those here
In above mentioned. and generally 10 do all
things necessary for the successful opera
ton thereof.
e ARTICLE II.
The capital stock Of the said corporation
shall be- fifty thousand dollars tSJ0. OOO,, di
: vlded into and represented by i've hundred
: tIoOl shares of the sum of one hundred
dollars ,SluOoOl each, which said stock
! shall i've paid for in cash at the time Of sub
: scriptlon. or the same may be- issued. at not
less than par. in payment exchange for
property or rights actually received or pur-
chased 10y said corporation. or the same may
! he issued full paid for money advanced and
! for such other valuable cOnsiderat ions or
= services as the board of directors Of said
corporation may determine. provided that
. no stock shall be issued until the considera-
, lion therefor has been received by the said
= corporation.
ANY stakeholder may sell assign. or trans
Ter his stock in this corporation, provided
thirty t3Ol days prior notice Of such intcn-
ton to sell, assign or transfer the same be
INl ff4a
:: holders thereof shall have the first privi-
= lege of purchasing same, after which thirty
. days notice the said stock may be sold in
{ open market.
The stock of said corporation may he
transferred under the above conditions pro
vided such transfer thereof he made on the
books of said company, at its Office and on
h surrender OF the certificate therefor. No
= transfer of any fractional part of a share
i shall he made
This corporation shall commence doing
business as soon as five thousand dollars
4 $4,000 Of the capital stock shall have
: been subscribed for
The board Of directors shall have the
right to determine how much stock shall be
, issued
ARTICLE ".
! The corporate powers of this comDany
; shall be vested in and exercised by a boa ri
Tor three Cd directors, consisting of the
president (whO shall also be the treasurer
: OF said corporation), vice-president, and one
. stakeholder. Three of said board shall con
I Stitute quorum for the transaction Of bust
a ness and their decisions shall be valid cor
= pOrate acts
3 The following named persons shall consti-
3 ltute the first board OF directors: Alfred H.
, Clement, Fred Muller and Charles J. Arm
3 lbruster.
I No person shall he eligible as director or
an officer who is not stakeholder Of this
company.
During the absence Of the president. the
yice-president shall act and preside
Said board shall continue in office until
. me nrst Tuesday OF June, 1913, on which
date ana thereafter. annually, a board OF
/. directors shall be elected on the first Tues
day of each year.
Notice of election and of stockholders
= meeting shall be given by at least ten (1O)
, {days notice Immediately preceding election
or meeting, addressed by mail 10 each stock
holder at his last known address Any fail
. ure from any cause whatever TO elect d.
rectors the day named for that purpose shall
: not dissolve the corporation but the direc-
y Tors then In office, as well the officers OF
said company, shall hold over until their
I. successors are chosen.
4 In such event the president shall cause
another election to be held within thirty
days. and shall give notice thereof as herein
before provided.
At every election and meeting each stock
holder shall be entitled to vote for each
/ share or stock registered in his name, and
may vote by proxy.
The election of directors shall be nv hal
lot, and the majority in amount Of votes
, least, each share OF stock voted upon to be
, counted for one vote shall elect the nerson
( Tor persons for whom they have been cast
, After each election the board Of directors
shall elect from their own number the Off
+. GERS OF said company.
, ARTICLE v.
The board of directors shall have full
power to fill vacancies in their number caus-
led by death, resignation or otherwise from
among the stockholders of the corporation.
The said board shall have full control of
the property of this company, and shall so
lcOnduct, manage and the same as in
their discretion they deem fit and consist
ent with the objects OF this company, or the
/ welfare of the same.
, The said board Is further authorized TO
frame and adopt such bylaws, rules and
] regulations as the affairs and business of
, the corporation may require, and as Il may
deem necessary for the conduct and manage
ment thereof; provided the same shall not
I lconfiict with this charter, or with the laws
{Of the state or Of the United States
The said board shall elect or appoint A
secretary and such other officers agents en-
lployees, servants and clerks as Il NAV deem
necessary for the conducting OF the business
;, or the corporation; fix their compensate
A term of service, with the right TO dismiss
them at said boards pleasure, and said
board shall have the right 10 fix and de-
n termine the salaries Of the several officers
herein provided for.
Q ARTICLE vi.
/ This charter may be changed. modified or
amended, the capital stock increa sed or de-
D creased, or this corporation NAV be dlssoIv-
q ed. at general meeting of the stockholders
. convened for the purpose with the assent OF
hPnA NA Il