The herald., 1913-09-04

| Undersigned personally came and appeared :
! the several persons whose names are mere
/ unto subscribed, who seyerally declared that
| ayailing themselves of the laws of the state
| OF Louisiana in such cases made and pro.
/ vided, they have contracted and agreed. ana
! do by these presents covenant ana agree
and bind themselves, as well as all SucA
| persons as may hereafter become associated
! with them to form Il corporation for the Cd
/ jectS and purposes and under the articles
! and stipulatiOns following tO-wit:
Article 1.-The name OF said corporation
shall be Gulf Coast Transportation Com
! pany and under its said corporate name
/ shall have the power and authority 10 nave
| and enjoy succession for the full term ana
period OF ninety nine years from and diier
/ the date hereof; To contract, sue ana De
I sued TO make and us" a corporate seal and
/ the same 10 break or alter al pleasure; 10
| hold receive. lease, purchase and convey.
as well as mortgage and hypothccaie, prop
| erty. real. personal and mixed, corporeal and
| incorporeal; 10 name and appoint such man
! ayers, agents directors ana officers as lis
/ business. interests and convenience" may
| require; and To make and establish, as well
As alter and amend from time 10 time. such
bylaws, rules and regulations for the proper
government of the affairs of said corpora
/ tiOn aS may be necessary and proper
Article 1.-THE dOmicile of said cOrpOr
alton shall be in the city of New Orleans
state of Louisiana. and all citations or
Other legal process shall be served upon the
president Of said corporation. or in the event
Of his absence upon the vice president there
Of, and in the absence of both Of said ON
GERS upon the secretary of said corporation.
Article IIl.-Thc objects and purposes for
which this corporation is established and
the nature Of the business 10 be carried on
by il are hereby declared and specified 10
he the transportation or persons ana prop
erty for hire on the waters of the Gulf u
Mexico and its adjacent lakes, bays and
naYiSdble streams; and to that end, to own,
charter or lcaS" all boats propelled by sail
or steam or other power, tugs, bargeS and
vessels of whatever description; 10 con
StruCt, own and operate docks, wharyeS,
warehouses and all other appuricnanceS nee
cSsary, convenient and proper 10 such trans
pOrtatiOn business; and generally to hold
and exercise all such incidental powers and
privileges relate 10 the objects and priv
ilegeS hereinabUve set forth.
All OF the above corporate functions may
be performed both in the state of Louisiana
and in any Of the other states of the Union,
Or elsewhere.
Article IV.-The capital stock of this cor
pOratbn is hereby fixed al the sum of one
hundred thousand tSlO0.OOO) dollars to be-
divided into and represented by one thou
sand shares of stock of the par value of one
hundred dollars each. Said stock shall he
paid for in cash. at such time, in such
amounts, and after such notice 10 the sub
Scribers as may he fixed by the board of
directors or the same may be issued at not
less than par for labor done or money or
property actually received or purchased by
said corporation.
said corporation shall become going
concern and he authorized TO do business as
soon as three thousand dollars $4,000 of
its capital stock shall have been subscribed
for.
After the said capital stock of one hun
dred thousand dollars shall have been issued
no holder of any of said stock without the
consent of the board Of directors expressed
by formal resolution to that effect, shall
sell dispose of the same to any person
not stakeholder in the company until he
shall have offered said stock for sale at the
price bona tide offered TO him by any non
- .1er tn A. Il NJ NJ I h.4
company. who shall have the right TO buy
said stock at such offered price for the ben.
etit Of the other stockholders in the COM
pany. and to distribute the same pro rata
among such stockholders. This clause shall |
be expressed on the face Of every certificate
OF stock and the officers of the company shall
have no power To transfer on the books of
the company any stock disposed of in VIC
latiOn of this provision of the charter.
In case OF any increase of the capital stock
the stockholders Of record at the time of
Such Increase shall have the preferential
right 10 subscribe at par for any such in
crease pro rata 10 their respective holdings |
Article N.-All the corporate powers Of
said corporation shall be vested in and ex-
erciSed 10y the board of directors to he com
posed of eight 81 stockholders. to be elected
annually on the second Monday of October
IN eacn year. except the first board of di.
rectors appointed in this charter who shall |
hold their offices until the second Monday
in October, 1914 All such elections shall |
be by ballot and conducted at the Office of
q
three commissioners to be appointed by the
board OF directors. Notice of slch elections |
shall be given by publications not more than |
fourteen nor less than ten days prior 10 |
Such election in one newspaper published in |
the city of New Orleans
Every stakeholder shall be entitled TO one |
vote Tor each share of stock standing in his |
lame on the books of the company TO be |
cast in person or by proxy, and a majority |
of the votes cast shall elect.
Any vacancy occurring among the di-
rectorS by death, resignation or otherwise
shall be filed by election for the remainder
OF the term of the board by the remaining
directors; but the affirmative vote of AT
least five directors shall be necessary to fill
tors on the date above specified shall not
dissolve the corporation, but the directors
then in Office shall remain in office until
thelr successors are elected and qualified and
snail cause another election TO be held as
soon as possible thereafter after notice
thereof shall have been given in one news
paper published in the city OF New Orleans
as above provided
Five directors shall constitute quorum
Tor the transaction Of any business
The board of directors hereafter elected
'hall select from their own number a pres
dent, vice-preSident, a secretary, an as
'lStant secretary and a treasurer, and the
said board shall have the power either to
combine or separate the Offices OF secretary
md treasurer. Ii may appoint from time
o time such other officers, clerks agents or
,ther employees as it may deem necessary
or the purposes and business of the said
corporation, who shall hold Office at the
pleasure of the board.
The president, or acting president of the ,
company shall, subject TO the control of the :
'oard OF directors of the company have pow
r TO institute and defend ali suits in which :
he corporation is interested. and to give Is
III ponds necessary and proper In the pros r
cutlon or defense of such litigation
The said board of directors NAV make :
Lnd establish, as well as alter and amend
NY and all bylaws, rules and regulat ionS =
necessary and proper for the support and I
management of the business and affairs OF ;
ne corporation. The said board shall have I
ulI power and authority to borrow money
ssue notes or other obligations in the ordi, q
AIRY course Of business, and generally TO :
20 all things reasonable or necessary for .
ne proper carrying on of the business of ;
ne corporation; and also to issue and de-
lNer full paid shares of stock for cash or '
n payment or labor done or property actu- :
lily received or purchased by the said cor :
oratlon, but said board shall have no au-
horlty to execute any mortgages upon the .
property or the company without the consent :
f a majority of the stockholders of said
ompany, given at a meeting expressly called \
M held Tor that purpose. Each director +
nan nave authority to appoint in writing Z
he board. VI ;
Article VI-Whenever this corporation .
Jay De dissolved either by limitation or s
rom any other cause, its affairs shall be n
by three commissioners 10 be a
ppolnted from amongst the stockholders at ;
general meeting OF stockholders convened G
Or such purpose, of which meeting notice n
nall be given in the manner and time pro-
lded for stockholders meetings by Article n
even OF this charter; and a ma iOritv in =.