The herald., 1915-11-18

VINO SeVerally declared that availing them
! selves of the laws of the State of Lousian.
IN such cases made and provided and nor
particularly OF Act 267 OF the General Assem-
bly, of the State OF Louisiana of 1914, relatin,
10 the creation, organization and formation o
| corporations, they have cOVenanted and agreed
and by these presents covenant and agree anC
bInd themselves as well as all such othe,
persons as may hereafter become associated
with them, 10 form corporation for the OBJ
JeCtS and purposes under the articles and
stlpulatIous following. to-wit
The name and title OF this corporation shall
be American Shipping Company, Incorporated
and under Its corporate name il shall have
power and authority 10 have and 10 enioy
corporate existence for a period of ninety.
nine years from date hereof unless sooner
dissolved by liquidation or otherwise; shall
have power 10 contract, TO and be sued
to make and use a corporate seal and 10 alter
and break same al pleasure; TO hold, receive,
lease, purchase. transfer, assign, convey,
mortgage, hypothecate, pledge or otherw Sc
receive or dispose OF property, real, personal
and mixed, corporedl and Incorporeal; to issue
bonds, and II desired, secure the same by
mortgage; buy and hold stock in other com
paneS incident to the objects and purposes
or 10 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 as may be deemed necessary and
| proper, ana generally 10 DO any and all
| things incident 10 or necessary and proper for
| the extension OF the business in which the
| corporation Is engaged.
| Article ll.-Ghis corporation shall be don-
! 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
] OF the corporation and in the event OF his alb
| Scucc, upon the vlce-presidcnt.
| Article llI.-Ihe objects and purposes for
| which this corporation - organized and Gre
| atcd and the nature of the business 20 be
carried on by 1t, are declared 10 be as fol-
| lows:
To engage in general ship brokerage ship
| agency, ship ChdTtcrIng and shipping huSl-
ness; to 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.
/ their owners or ChartererS, and to act as char
| terers and subcharterers; TO engage in. place
| or handle marine insurance or act as repre-
Sentatlvcs or agents OF marine insurance COM
Pamcs; 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; to engage in and
make freight arrangements, contracts of al
frcightment OF any and all kind; contracts
relating 20 the transportation of freight and
merchandise; to buy, sell, deal in or handle
foreign or domestic exchange; TO engage in
stevedoring and to make contracts Of all
kinds IN reference thereto; to own, contract,
lease or operate wharvcs docks and storage
yards and to act as baiee for storage pur-
poses; to acquire, hold, own, exchange shares
OF stock or interest in ships or vessels and
also shares of stock in other companies inter
ested IN ships or vessels; to repair, maintain
ships vessels; engage I'm salvage thereof;
to issue bonds or other evidence OF indebted
ness; to mortgage, pledge, hypOtheCate prop
crty, 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
eTs. 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 IN.-The capital stock of this cor
pOraton is hereby fixed at the of $4,000
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 $4,000 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 N.-The capital stock OF this corpor-
alton may be increased to the sum of $780,
10000 by a twO-thrds vote of all of the stock
at a special meeting called for that purpose
or at regular annual meeting of the
poratiOn.
Article NI.-All certificates of stock issued
by this company shall be signed by the presi-
dent and countersigned by the ice-president,
or If authorized by resolution of the board of
directors, shall be signed by the president
and counterSigned 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 formal-
ties may be by the board of directors from
time to time prescribed. No stakeholder shall
be permitted to sell or otherwise dispose of
his stock without first offering the same i'll
writing to the other stockholders, through the
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
posed of by sale, death, resignation or other
wise of any of the stockholders and shall
have a period of ten days in which to accept
or decline said offer Should the board of
directors stockholders decline to purchase
said stock. then the stakeholder Cor stock
holders) who made the offer to sell or other
wise dispose of the stock, may do so in any
manner and at any price he may see fit; but
each share of stock is issued herein upon the
condition and understanding that no stock
holder shall make a sale transfer his stock
in violation thereof, and such sale or transfer,
il made, shall be void and this company shall
be under no obligation to list said stock
on its books or to regard the holder of the
certificate thereof.
Article VII.-The corporate powers of this
corporation shall be vested in and exercised
by a board of directors composed of three
stockholders, two of whom shall constitute
quorum for the transaction of business.
The directors of this corporation may vote
in person or by proxy any of the meet
ings of the board of directors, and the board
of directors may delegate any Of its powers
to any officer officers any other repre-
sentative of the company by appropriate reso- !
luton to that effect. The first board of direc- !
tors of this corporation shall be composed of
J. w CORY, president, Jules L'IIote, vice
president, and Frank Erlinger, secretary
treasurer, who shall serve until the second
Wednesday in January, 1917, or until their
successors are elected and qualified. The d. !
rectors shall be elected annually by the
stockholders at meeting held on the second
Wednesday in January IN each year after
date hereof. Notice of said meeting shall be
given ten days prior to the date of the meet !
ing in writing sent to each of the stockhold- /
ers at his last known plac. residence. Each |
stakeholder shall at such annual meeting or
other meeting, general or special, be entitled
in person or by proxy to one vote for every
share of stock owned. The elections shall
be held under such rules and regulations as
may be from time to time determined by the
board Of directors.
The directors when elected shall hold Office