The herald., 1913-10-02

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/ vided they have contracted and agreed, ana
| do by these presents covenant and agree
/ and bind themselves, as well as all Such
! persons as may hereafter become associated
/ with them to form a corporation for the Oh
/ jectS and purposes and under the articles
/ and sjipuatiOns following, tO-wit:
Article The name Of said corporation
| shall be Gulf Coast Transportation Com
pdny, and under its said corporate name
/ shall have the power and authority 10 have
! and enjoy Succession for the full term and
/ period Of ninety nine years from and after
! the date hereof; 10 contract, sue ana De
| sued To make and use corporate seal and
/ the same 10 break or alter at pleasure 10
! hold, receive, lease, purchase and convey.
as We'll as mortgage and hypOthecate prop
! erty, real, personal and mixed, corporedl and
! inCOrpOreai. 10 name and appoint such man
! a gers, agents. directors and officers as It's
! business. interests and convenience may
| require; and 10 make and establish, well
| as alter and amend, from time TO time, such
| bylaws, rules and regulations for the proper
| government OF the affairs OF said corpora
| ton Is may be necessary and proper.
Article 1.-THE domicie OF said corpor-
| alton shall be in the city Of New Orleans,
| state OF Louisiana, and all citations y.
| Other iega! process shall be served upon the
president OF SAID corporation, or IN the event
Of his absence upon the yiCe-president there
| Of; and in the absence OF both Of said on
| GERS, upon the secretary OF said corporation.
Article IlI.-The objects and purposes for
which this corporation il established and
| the nature Of the business TO be carried on
| by ii are hereby declared and specified 10
/ be the transportation OF persons and prop
/ erty for hire on the waters Of the Gulf Y
/ Mexico and its adjacent lakes, bays and
uayIEdble streams and to that end, 10 own,
charter or lease all boats propelled by sal
or steam or other power, tugs, barEeS and
vessels OF whatever description; 10 con
struCt, own and operate docks, whaTVeS,
warehouses and all other appurtenanCeS nee
rSsary, convenient and proper 10 such trans
pOrtatiOn business; and generally 10 hold
and exercise all such incidental powers and
privileges as relate 10 the objects and priv
iieGes hereinabOv- 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 fiIed at the sum Of one
hundred thousand $500, OOOl dollars 10 De
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 10 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 Re authorized 10 do business a.
soon as three thousand dollars 3.OUOJ OF
It's capital stock shall have been subscribed
for
After the said capital stock OF one hun
dred thousand dollars shall nave been issued.
no holder Of any OF said stock, without the
consent OF the board OF directors expressed
by formal resolution 10 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, al the
price bona tide offered TO him by any non
stakeholder. TO the board Of directors OF the
company. who shall have the right 10 buy
said stock at such offered price for the ben
eft Of the other stockholders in the com
pany, and 10 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
nave 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 V.-An the corporate powers Of
said corporation shall be vested in and ex
erciSed by the board OF directors, 10 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 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
said corporation under the supervision OF
three commissioners 10 be appointed by tn.
board OF directors. Notice of such elections
shall be given by publications not more thar
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 on,
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 a majority
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
directors; but the Affirmative vote OF at
least five directors shall be necessary 10 fill
any such vacancy. 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 possible thereafter after notice
thereo: shall have been given In one news
paper published In the city Of New Orlean.
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, vice-president, a secretary, an as
sistant secretary and a treasurer, and the
said board shall have the power either to
combine or separate the ofhces OF secretary
and treasurer. 1t may appoint from time
10 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
tuII power and authority to borrow money. |
issue notes or other obligations in the ordi- |
nary course OF business, and generally 10 |
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 or labor done or property actu- |
ally received or purchased by the said cor |
poration, but said board shall have no su- |
thority TO execute any mortgages upon the |
property or the company without the consent |
or a majority of the stockholders of said |
company, given al meeting expressly called |
and held for that purpose. Each director |
snail nave authority to appoint in writing |
a proxy to represent him at all meetings Of |
the board.
Article vI.-whenever this corporati.p
may be dissolved either by Limitation or |
from any other cause, Its affairs shall be |
Ilquidated by three commissioners TO be |
appointed from amongst the stockholders at
a general meeting Of stockholders convened |
for such purpose, of which meeting notice |
snall be given In the manner and time pro-
rlded Tor stockholders meetings BY Article |
Seven OF this charter; and a majority in |
amount OF the capital stock Of said company |
represented at such meeting shall be reouis-
lie to elect. Said commissioners shall re- |
main In ofice until the affairs of said cor
poration shall have been fully liouidated |
In case or death or resignation of one or
more OF said commissioners, the vacancy