The herald. [volume] (New Orleans, La.) 1905-1953, 1913-09-11


undersigned personally came ana appedTeu :
the several persons whose names are mere
unto subscribed, who severaliy declared that
availing themselves OF the laws 0i or n, no.
OF Louisiana in such cases made anu pro,
yided they have contracted ana agreed, anu
do by these presents covenant ana aSlte
and bind themselves, as wen as all suCH
persons as may hereafter become associated
vvith them TO form a corporation for the OBJ
iects and purposes and under the artlcles
and stipulations following, to..wit: -,
Article 1.-The name or said corporation
shall be Gulf Coast Transportation Com
many and under its said corporate name
Shall have the power and authority 10 nave
and enjoy succession for the full term anu
period of ninety-nine years from ana alter
The date hereof; 10 contract, sue ana De
sued. TO make and use a corporate seal and
the same to break or alter at pleasure 10
hold, receive, lease purchase ana convey
as well as mortgage and hypOthecate, prop
erty real personal and mixed, cOrpOreal anu
incorporeai; to name and appoint such man
ayers agents, directors and Omcers as us
business, interests and convenience may
require and to make and establish, as Wen
as alter and amend, from time to Time such
bylaws. rules and regulations for the proper
government OF the affairs of said corpora
ton 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 yice-preSldent theTe-
Of and in the absence OF bOth OF sald ON
GERS upon the secretary Of said corporation.
Article III.-Thc objects and purposes for
which this corporation Is established ana
the nature of the business 10 be carried on
by il are hereby declared and specified TO
be the transportation OF persons and prop
erty for hire on the waters of the Gulf Y
Mexico and its adjacent lakes, bays ana
navigable streams; and TO that end, 10 own,
charter or lease all boats propelled by sail
or steam or other power tugs, bargeS and
vessels of whatever description; 10 con
Struct, own and operate docks, wharVes,
warehouses and all other appurtenanccS nee
essary, convenient and proper 10 such trans
pOrtatiOn business and generally TO hold
and exercise all such incidental powers and
privileges as relate TO the objects ana priv
ilegeS hereinabOve 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
pOratiOn is hereby fixed at the sum OF one
hundred thousand (SlOO,OOOl dollars 10 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 to the sub
scribers as may be 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 snail become a going
concern and be authorized TO do business
soon as three thousand dollars (S3,OOO) 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 a formal resolution TO that effect, shall
sell or dispose of the same TO any person
not a stakeholder in the company until he
shall have offered said stock for sale, at the
price bona fide offered to him by any non
stakeholder, to the board Of directors OF the
company. who shall have the right to buy
said stock at such offered price for the ben
eft of the other stockholders in the COM
pany, and to distribute the same pro rata
among such stockholders. This clause shall
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 yiO
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 to subscribe at par for any such in
crease pro rata 10 their respective holdings.
Article V.-All the corporate powers Of
said corporation shall be vested In and eI-
ercised by the board Of directors, to be com
posed OF eight so stockholders, TO be elected
annually on the second Monday of October
in each year, except the first board OF d
rectOrS appointed in this charter who shall
hold their offices until the second Monday
/
be by ballot and conducted at the Office OF
said corporation under the supervision Of
three commissioners TO be appointed by the
board or directors. Notice of sIch elections
shall be given by publications not more than
fourteen nor less than ten days prior TO
such election in one newspaper published in
the city of New Orleans.
Every stakeholder shall be entitled TO one
vote for each share of stock standing in his
name on the books of the company, TO be
cast in person or by proxy. and majority
of the votes cast shall elect.
Any vacancy. occurring among the di-
rectOrS by death, resignation or otherwise
shall be filled 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
any such vacancy. A failure to elect direc-
tors on the date above specified shall not
dissolve the corporation, but the directors
then in Office shall remain in office until
their successors are elected and qualified. and
shall 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 a quorum
for the transaction Of any business.
The board of directors hereafter elected
shall select from their own number a pres
ident, a vice-president, a secretary, an as
SiStant secretary and a treasurer, and the
said board shall have the power either 10
combine or separate the offices OF secretary
to time such other officers, clerks, agents or
other employees as 1t may deem necessary
for 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
board of directors OF the company. have pow
er to institute and defend all suits in which
the corporation Is interested, and to give
all bonds necessary and proper in the pros
ecution or defense of such litigation.
The said board OF directors may make
and establish, as well as alter and amend.
any and all bylaws, rules and regulations
necessary and proper for the support and
management of the business and affairs OF
the corporation. The said board shall have
full power and authority to borrow money,
issue notes or other obligations in the Ordi-
nary course of business, and generally TO
DO all things reasonable or necessary for
the proper carrying on of the business OF
the corporation; and also to issue and de-
liver full paid shares of stock for cash, or
In payment of labor done or property actu-
ally received or purchased by the said cor
poration, but said board shall have no au-
thorlty TO execute any mortgages upon the
property OF the company without the consent
or majority Of the stockholders of said
company, given at a meeting expressly called
and held for that purpose. Each director
shall have authority to appoint in writing
a proxy to. represent him at all meetings Of
the board.
Article VI-Whenever this corporation
may be dissolved either by limitation or
from any other cause, its affairs shall he
llquidated by three commissioners to be
appointed from amongst the stockholders at
a general meeting Of stockholders convened
Tor such purpose, OF which meeting notice
shall be given in the manner and time pro-
vided for stockholders meetings by Article
seven or this charter; and a majority in