The herald., 1915-12-16

witnesses hereinafter nance and undersigned,
personally came and appeared the several
persons whose names are hereunto subscribed,
who severally declared that availing them
selves of the laws of the State of Louisiana
in such cases made and provided and more
particularly of Act 267 OF the General Assem-
bly, of the State of Louisiana of 1914, relating
to the creation, organization ard formation Of
corporations, they have covenanted and agreed
and by these presents covenant and agree and
bind themselves as we'll as all such other
persons as may hereafter become associated
with them, to form a corporation for the OBJ
Jects and purposes under the articles and
stipulations following, to-wit:
The name and title of this corporation shall
be American Shipping Company, Incorporated,
and under its corporate name IT shall have
power and authority to have and to enjoy
corporate existence for 4 period of ninety
nine years from date hereof unless sooner
dissolved by liquidation or otherwise; shall
have power to contract, to sue and be sued;
- make and use a corporate seal and to alter
and break same at pleasure; 10 hold, receive,
| lease, purchase, transfer, assign, convey,
| mortgage, hypothecate, pledge or otherwise
| receive dispose of property, real, personal
| and mixed, corporeal and ncOrporeal; TO issue
| bonds, and if desired secure the same by
mortgage; buy and hold stock in other com.
| panies incident to the objects and purposes
| or to the expansion OF the business interests
| OF the corporation; to name, elect and APP
point such managers, agents, directors or Off
GERS as its business interests may require, and
| to make and establish, alter and amend its
! bylaws, rules and regulations for its proper
government may be deemed necessary and
proper, and generally to do any and all
| things incident TO or necessary and proper for
| the extension Of the business in which the
| corporation is engaged.
| Article I.-ThiS corporation shall be dCmi-
ciled at the city of New Orleans in the State
| of Louisiana and all citation or other legal
process shall be served upon the president
trff ia +Tpvn and tftfb ~ h
sence, upon the vice president.
| Article III.-The objects and purposes for
which this corporation Is organized and Gre
ated and the nature of the business to be
carried by it, declared to be as fol-
| lows:
To engage in general ship brokerage, ship
! agency, ship chartering and shipping busi
ness; 10 buy, hold, lease, sell, hire, charter
and operate boats, vessels, and water crafts
OF any and all kind; to act as agents and
representatives for and on behalf Of vessels,
i their owners or charteTerS, and to act as char
terers and sub-chartereTs; TO engage in, place
or handle marine insurance or act as repre-
sentatIyes or agents of marine insurance com
panies; TO insure with any company or per
sons against loss, damage, risks or Liabilities
of any kind which may affect this company,
or those for whom 1t acts; 10 engage in and
make freight arrangements, contracts of at
ire ghtment OF any and all kind; contracts
relating to the transportation of freight and
merchandise; to buy, sell, deal in or handle
| foreign or domestic exchange; TO engage III
| stevedOring and to make contracts OF all
kinds in reference thereto; TO own, contract,
lease or operate wharves. docks and storage
| wards and to act as bailee for storage pur-
poses; to acquire, hold, own, exchange shares
! Of stock or interest in ships vessels and
also shares of stock in other companies inter
ested in ships or vessels; to repair, maintain
ships or vessels; engage In salvage thereof (;
to issue bonds or other evidence Of indebted
ness; to mortgage, pledge, hypothecate prop
erty, real, personal or mixed Of the COM
pany; and generally, among the states OF the
| United States and with foreign countries, to
carry on the business Of shipping, ship own
ers, ship brokers, ship agents and charterers,
marine insurance. freight contractors, wharf
myers and the like and to do any and all
things necessary, incident TO or proper, and
as may be permitted by law, for the purpose
of furthering and carrying out the objects OF
the corporation.
Article IV.-The capital stock of this cor
pOratiOn is hereby fixed at the sum OF $1,000
and shall be divided into and represented by
one hundred shares Of the par value of 500
each. Said stock shall be paid for in cash or
its equivalent as provided by law, and IN
such manner and at such time and IN such
installments as may be prescribed by the
board OF directors.
This corporation shall become a going con-
Germ and shall be authorized TO commence
business as soon as S5,OOO.00 OF its capital
stock shall have been paid for either in cash
or its equivalent as provided by law, and all
of said 100000 of capital stock has in fact
been subscribed for at the time OF the pass
ing Of this act of Incorporation.
| Article V.-The capital stock of this corpor-
: | alton NAV be increased to the sum OF $780,
10000 by two-thrds vote of all of the stock
at a special meeting called for that purpose
! or at regular annual meeting of the cor
| poration.
Article VI-All certificates of stock ISSUED
= by THIS company shall be signed by the presi
. dent and countersigned by the vice president
Tor If authorized by resolution OF the board Of
: directors, shall be signed by the president
= and countersgned by the secretary-treasurer
The stock of this corporation can be trans
ferred only on the books OF the corporation
= and subject to such regulations and tormall
{ ties as may be by the board of directors from
{ time to time prescribed No stakeholder shall
! be permitted to sell or otherwise dispose o.
l his stock without first offering the same II
! writing TO the other stockholders, through th'
board OF directors, at a price not exceeding
] the book value thereof, and said stockholders
, shall have an option and first right to pur
: chase all the shares of stock to be thus dis
4; posed of by sale, death, resignation or other
: wise of any of the stockholders, and shall
s have a period Of ten days in which TO accep
:. or decline said offer Should the board o
directors or stockholders decline to purchase
o said stock, then the stakeholder Tor stock
& holders) who made the offer TO sell or other
. wise dispose OF the stock, may do so in an,
!, manner and at any price he may see INT; bu
/ each share of stock is issued herein upon IN
" condition and understanding that no STOCK
> holder shall make a sale transfer his stool
: in violation thereof and such sale or transfer
;. If made, shall be void and this company shall
e be under no obligation TO list said stocl
. on its books or to regard the holder OF tn
certificate thereof.
Article VII.-The corporate powers of thi
; corporation shall be vested in and exercise'
e by board of directors composed of thre
{ stockholders, two of whom snail constitute
y quorum for the transaction of business.
= The directors of this corporation may vot
y in person or by proxy any OF the meet
ings of the board of directors, and the boar
of directors may delegate any OF ITS power
r. to any officer officers or any other repre-
sentative of the company by appropriate reso
luton to that effect. The hrst board OF direc
- tors of this corporation shall be composed Q
. l. w. Cory, president, jules LHote, wee
y president, and Frank Erlinger, secretary
u treasurer who shall serve until the secon
y Wednesday in January, 1917, or until thei
: successors are elected and qualified. The d.
II rectors shall be elected annually by tn
stockholders at a meeting held on the secon
Wednesday in January IN each year ate
!. date hereof. Notice of said meeting shall b
,e given ten days prior to the date OF the NEE
n ing in writing sent to each OF the stockholc
ers at his last known place residence Fac
. stakeholder shall at such annual meeting
- other meeting, general or special, be entitle
in person OF by proxy to one vote Tor ever
= share of stock owned. The elections sha
be held under such rules and regulations
NAV be from time to time determined by II
board of directors.
,e The directors when elected shall hold othS
A for one wear or until their successors sha
: | - 49,, elected and oualihed and failure