The herald., 1915-11-25

witnesses hereinafter namea and undersigned
personally came and appeared the several
persons whose names are hcreunto subscribed,
who severally declared that avaling them
selves of the laws Of the State Of Louisiana
IN such made and provided and more
particularly of Act POI of the General Assem-
bly, OF the State Of Louisiana of 1914, relating
to the creation, organization and formation Of
corporations, they have covenanted and agreed
and by these presents covenant and agree and
bind themselves well all such other
persons may hereafter become associated
with them, to form a corporation for the Oh
JectS and purposes under the articles and
stIpuldtions 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 TO enjoy
corporate existence for a period Of ninety
nine years from date hereof unless sooner
dissolved by liquidation otherwise; shall
have power to contract to sue and be sued;
to make and use a corporate seal and to alter
and break same at pleasure; to hold, receive,
lease. purchase. transfer, assign, convey,
mortgage, hypothecate, pledge otherwise
receive or dispose OF property, real. personal
and mixed. corporeal and incorporeal; to issue
bonds, and II desired. secure the same by
mortgage; buy and hold stock in other com
pdnieS incident to the objects and purposes
or to the expansion OF the business interests
OF the corporation; 20 name, elect and APP
point such managers, agents, directors off,
GERS its business interests may require, and
to make and establish, alter and amend its
| bylaws, rules and regulations for its proper
government as may he 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 II.-This corporation shall be domi-
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 III the event OF his alb
senCc, upon the vice president.
Article III-Ihe objects and purposes for
which this corporation - organized and GRE
carried on by II, declared to be fol
lows:
To engage in general ship brokerage, ship
agency, ship charterng and shipping busI-
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 Chartcrcrs, and to act as char
tercrs and Sub-chartcrcrS; To engage IN, place
or handle marine insurance or act as repre-
seutatIycS agents OF marine insurance com
pauIcs; 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 it acts; to engage IN and
make freight arrangements, contracts OF at
| fire ghtmcnt Of any and all kind; contracts
relating 10 the transportation OF freight and
merchandise: to buy, sell, deal in 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 wharves, docks and storage
yards and to act as ballce 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
eStcd in ships vessels; TO repair, maintain
ships or vessels; engage In salvage thereof;
10 issue bonds or other evidence OF indebted
ness to mortgage, pledge, hypOthecate prop
erty, real, personal or mixed OF the com
panv; and generally. among the states OF the
| NIT Wit
carry on the business of shipping, ship own
ers, ship brokers, ship agents and charterers,
marine insurance, freight contractors, " hart.
myers and the like and to do any and all
things necessary, incident to 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
poration is hereby fixed at the sum 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 III 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.
T Article V.-The capital stock OF this corpor'
I alton may be increased to the sum of $780,
;, 10000 by a two-thirds vote of all of the stock
I at a special meeting called for that purpose
I or at a regular annual meeting OF the cor
operation.
/. Article VI-All certificates of stock ISSUED
/. by this company shall be signed by the pres
dent and countersgned by the vice-president
e | or if authorized by resolution of the board o.
: directors, shall be signed by the president
J. and countersigned by the secretary treasurer
K The stock of this corporation can be trans
: ierred only on the books of the corporation
& and subject to such regulations and formal
4 ties as may be by the board OF directors iron
i time to time prescribed. No stakeholder shall
a he permitted TO sell otherwise dispose o.
II his stock without first offering the same II
/ writing to the other stockholders, through thu
d board of directors, at price not exceeding
:, the book value thereof, and said stockholder'
;: shall have an option and first right TO pur
B.: chase all the shares of stock TO be thus lis
i posed of by sale, death, resignation or other
s wise of any of the stockholders, and shall
t. have a period Of ten days in which to aceep
or decline said offer. Should the board o
~. directors or stockholders decline to purchase
6 said stock, then the stakeholder Cor stock
. hoders) who made the offer to sell or other
;, wise dispose of the stock, may do so IN any
l. manner and at any price he may see mt; 6u
: | each share of stock is issued herein upon thu
!. condition and understanding that no stock
: holder shall make sale or transfer his stool
> | in violation thereof, and such sale or transfer
. be under no obligation to list said stool
- on its books to regard the holder OF TIT
| certificate thereof.
S Article VII.-The corporate powers OF thi
e corporation shall be vested in and exercised
e by board of directors composed OF three
$ stockholders two of whom snail constitute
r quorum for the transaction of business.
y The directors of this corporation may vot'
in person or by proxy NJ any OF the meet
ings of the board of directors, and the boart
p | of directors may delegate any OF ITS power
to any officer or officers any other repre-
sentative of the company by appropriate reso
luton to that effect. The first board OF direc
5 tors of this corporation shall be composed o
" J. w. Cory, president, jules Lliote, vice
d president, and Frank Erlinger, secretary
"a treasurer who shall serve until the secon'
T Wednesday in January, 1917, or until thei
n successors are elected and qualified. The di
rectors shall be elected annually by tn
stockholders at meeting held on the secon
2 Wednesday in January IN each year ate
% date hereof. Notice of said meeting shall b
IN given ten days prior TO the date OF the meet
)" ing in writing sent to each of the stockhold
ers at his last known place residence; Fac
c. stakeholder shall at such annual meeting G
other meeting, general or special, be entitle
in person or by proxy to one vote tor ever
- share of stock owned. The elections sha
be held under such rules and regulations a
NAV be from time TO time determined by tn
board of directors.
Ne The directors when elected shall hold oihc
| their