The herald. [volume] (New Orleans, La.) 1905-1953, 1913-09-18
THE HERALD

| undersigned, personally CAME dppcdIcu
the several persons whose names are mere
unto subscribed who severally declared tina
availing themselves OF the laws OF the stat'
OF Louisiana In such cases made and pro
vided, they have contracted and agreed, ant
do by these presents covenant and agre,
and bind themselves, as well as all sucf
persons as may hereafter become associated
with them TO form a corporation for the Oh
jectS and purposes and under the articles
and stipuatiOnS 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 to hav,
and enjoy succession for the full term anC
period Of ninety-nine years from and aftel
the date hereof; TO contract, sue ana d
sued; 10 make and use Il corporate seal aht
the same to break or alter at pleasure; tC
hold, receive, lease, purchase and convey
as well as mortgage and hypothecate, prop
erty, real, personal and mixed, COrpOreal anC
incOrpOreal; TO name and appoint such man
ayers, agents, directors and officers as liz
business interests and convenience may
! require; and to make and establish, as well
as alter and amend from time to 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 Off
GERS, upon the secretary Of said corporation.
Article IlI.-The objects and purposes for
| which this corporation Is established and
the nature Of the business TO be carried on
| by ii are hereby declared and specified TO
| be the transportation OF persons and prop
erty for hire on the waters Of the Gulf u
| Mexico and its adjacent lakes, bays and
navisable streams and to that end, to own,
charter or lease all boats propelled by sail
or steam or other power, tugs bargeS and
vessels of whatever description; TO con-
ct nef anh -ltar
| warehouses and all other appurtenanceS nee
! eSsary, convenient and proper 10 such trans
| portation business; and generally TO hold
and exercise all such incidental powers and
| privileges as relate 10 the objects and priv
| iegeS 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 $500. 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 be
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 shall become a going
concern and be authorized To do business a
soon as three thousand dollars (S3OOOD OF
It's 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 or dispose of the same 10 any person
not stakeholder in the company until he
shall have offered said stock for sale, at the
price bona fide offered TO him BY any non
stockhoider, TO the board Of directors OF the
company. who shall have the right to buy
said stock at such offered price for the ben
ett 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
or stock and the officers of the company shall
nave no power to transfer on the books OF
the company any stock disposed of in VIC
latlon OF this provision of the charter.
In case of any increase Of the capital stock
the stockholders Of record al the time Of
such increase shall have the preferential
right to subscribe at par for any such in
crease pro rata TO their respective holdings.
Article N.-All the corporate powers OF
said corporation shall be vested In and ex-
erciSed by the board of directors, TO be com
posed OF eight (S) stockholders. TO be elected
annually on the second Monday of October
in eacn year, except the first board OF Iii
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
said corporation under the supervision OF
three commissioners TO be appointed by the
board or directors. Notice of such 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 ma jOrity |
OF the votes cast shall elect.
Any vacancy occurring among the d. |
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 I'LL |
any such vacancy. 4 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
dent, vice-president, a secretary an as
'istant secretary and treasurer, and the
said board shall have the power either to ,
combine or separate the Offices Of secretary
Ind treasurer. 1t may appoint from time !
o time such other officers, clerks agents or
,tner EMPLOYEES as It may deem necessary l
corporation, who shall hold Office at the
pleasure Of the board
The president, or acting president OF the 7
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 ks
III ponds necessary and proper in the pros I i
cutlOn or defense Of such litigation. .
The said board Of directors NAV make :
M establish as well alter and amend |
ny and all bylaws, rules and regulations n
necessary and proper for the support and I
management OF the business and affairs OF :
ne corporation. The said board shall have :
ull power and authority to borrow money
SSue notes or other obligations in the ordi, o
AIRY course or business, and generally to 9
% all things reasonable or necessary for O
ne proper carrying on OF the business of n
ne corporation; and also to issue and de-
lver full paid shares OF stock for cash, or y
q payment OF labor done or property actu- 4
lily received or purchased by the said cor =
grafton, but said board shall have no an
hOrlty TO execute any mortgages upon the 8
roperty or the company without the consent Y
majority of the stockholders of said Il
ompany, given at meeting expressly called n
M held for that purpose. Each director I
nail nave authority to appoint in writing r
be board. .
Article VI.-Whenever this corporation a
lay be dissolved either by limitation or 3
rom any other cause, its affairs shall be II
quluated by three commissioners to be a
ppolnted from amongst the stockholders at | h
general meeting of stockholders convened q
pr such purpose, OF which meeting notice a
ided for stockholders meetings by Article h
even or this charter; and a majority in q
mount or the capital stock of said comDanv nj
presented at such meeting shall be reduis- II