The herald., 1912-11-07
CHARTER
OF ALFRED II. CLEMENT & COMPANY
UNITED STATES OF AMERICA. STATE
or LOUISIANA, CITY OF N5W OR


/ UNITED STATES or AMERICA. STATE
or LOUISIANA, CITY OF Now OR
/ BE it known. that on this first day Of the
month Of October, In the year one thousand
/ nine hundred and twelve, before me- Law
renee NJ. Janin. notary public, duly com
miSSioned and sworn. iu anu for the parish
Of Orleans, ana city of New Orleans. therein
residing, personally cim" amt appeared the
parties whose names ar" h"veIntp subscribed,
all OF fun age, WHO declared that. awaiting
themselves OF the provisions " the laws OF
this state, relative to corporations. they
have cOvenanted and agreed. and by these
presents covenant and a-r"" and bind them
serves, as well as such other persons aS may
hereafter become associated with them, -
form and constitute a corporation aud body
polite in law, for the purposes aud objects,
and under the Sttpuiatpu>, articles and con
dltionS following, to-Wit:
ARTICLE l.
The name and title Of the said rorporatfon
Shai! be ALFRED H. CLEMENT X COM
IANl, and its domicic is hereby cStal-
llShed in New Orleans, stat" ~ Louisiana
and under It's said corporate name. said cor
poraiion shall haN. power and authority 10
contract sue and Ice sued 10 make and US,
a corporate seal, and the same 20 break and
alter AT pleasure; 10 hold. receive have
purchase, Improve, ALLEVIATE. convey, sell, Dor
row pledge, mortgage and hyppthecate I'M
der lis SAID corporate name, property. real
personal and mixed 70 nam. and appO:ut
slCh officers. directors. agents and managers,
or employees as the interest or convenience
I
and establish bylaws rules and regulations
Tor the proper management and regulations
| OF us aHaiTS, as may be deemed necessary
ana proper. and the same 20 change ana
alter al pleasure: and 20 de- an other acts
and things permitted 10y law. or as shall or
may Ice necessary aud proper tu carry out
me objects and purposes of said corpora
said corporation. unless sooner dissolved.
ia accordance with lis charter. shall exist
and continue for the period Of uincty-nine
Z fr..r &c. 81
The president, or in his absence the vice
president. shall be the proper person upon
whom citation or other legal process shall
Dee served.
The objects and purposes for which this
corporation Is organized and the nature Of
the business to be carried on by IL, are de-
clared TO be the following. tO-wit 4 gen
eral freight brokerage. forwarding agents,
freight contractors and Insurance brokerage
business to act as agents for importers, ex-
porterS and common carriers: to aCUuire
other business Of character like those here
ia above mentioned. and generally 10 do all
things necessary for the successful opera.
ton thereof.
ARTICLE II.
The capital stock OF the said corporation
snail he nifty thousand dollars 1850. 0OOl d.
vided into and represented by five hundred
tJOOI shares of the sum OF one hundred
dollars (SIOOOOl each, which said stock
shall be paid for in cash at the time OF sub
scrlptlOn, or the same may be issued at not
less than par. in payment or exchange for
property or rights actually received or pur-
chased by said corporation or the same NAV
be issued full paid for money advanced. and
Tor such other valuable Considerations or
services as the board of directors OF said
corporation may determine, provided that
no stock shall be issued until the considera.
ton therefor has been received by the said
corporation.
Any stakeholder may sell, assign, or trans
fer his stock In this corporation, provided
thlrty t3Ol days prior notice OF such nten-
non 10 sell, assign or transfer the same he
given the company, and the other stock
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 be
transferred under the above conditions, pro-
yided such transfer thereof he made on the
books OF said company, at its office, and on
surrender or the certificate therefor. No
transfer OF any fractional part OF a share
shall be made
This corporation shall commence doing
business as soon as five thousand dollars
$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 ".
Inc corporate powers of this company
shall be vested in and exercised by a board
OF three go directors. consisting OF the
president (whO shall also be the treasurer
OF said cOrpOratiOno. vice president, and one
stOckholder Three OF said board shall con-
stltute quorum for the transaction Of bust
ness, and their decisions shall be valid cor
porate acts.
The following named persons shall consti-
tute the first board OF directors Alfred H.
Clement, Fred. Muller and Charles ]. Arm
bruster.
No person shall be eligible as director or
an officer who Is not a stakeholder Of this
company.
During the absence OF the president, the
vice-president shall act and preside.
Said board shall continue In office until
the hrst Tuesday OF June, 1913, on which
uate ana thereafter, annually, a board a.
directors shall he elected on the first Tues
day Of each year.
Notice of election and Of stockholders
meeting shall be given by at least ten GO)
days notice Immediately preceding election
or meeting, addressed by mail TO each stock
holder at his last known address. Any fall
ure from any cause whatever to elect d.
rectors the day named for that purpose shall
not dissolve the corporation, but the direc-
tors then in Office, as well as the officers OF
said company, shall hold over until their
successors are chosen.
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
snare or stock registered in his name, and
may vote by proxy.
The election OF directors shall be BY bal
lot, and the majority In amount OF votes
cast, each share of stock voted upon TO be
counted for one vote, shall elect the person
or 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 "
The board OF directors shall have full
power to NIL vacancies In their number caus-
ed 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
conduct, manage and use 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 NAV
deem necessary for the conduct and manage
ment thereof provided the same shall not
conflict with this charter. or with the laws
OF the state, or of the United States.
The said board shall elect or appoint
secretary and such other officers. agents en-
ployees, servants and clerks as II may deem
necessary for the conducting OF the business
or the corporation; fix their compensation.
term or service, with the right TO dismiss
them at said boards pleasure, and said
board shall have the right to fix and de-
termine the salaries Of the several officers
herein provided for.
ARTICLE VI.
Thls charter may be changed, modified or
amended the capital stock increased or de-
creased, or this corporation may be dssolv-
ed, at general meeting OF the stockholders
convened Tor the purpose, with the assent OF
three-fourths OF the entire capital stock