The herald., 1915-12-09

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 and formation Of
corporations, they have coveranted and agreed
and by these presents covenant and agree and
bind themselves as well as all such other
persons may hereafter become associated
! with them, to form a corporation for the OBJ
| jectS and purposes under the articles and
| Stlpulations following, to-wit:
/ The name and title OF this corporation shall
be American Shipping Company, Incorporated.
ard under its corporate name it shall have
power and authority TO have and 10 enjoy
! corporate existence for period of ninety
nine years from date hereof unless sooner
dissolved by liquidation otherwise; shall
have power to contract. to sue and be sued
| - make and use a corporate seal and 10 alter
and break same at pleasure; to hold. receive.
| lease, purchase, transfer, assign, convey.
| mortgage, hypothecate, pledge or otherwis sc
! receive or dispose Of property, real. personal
| and mixed. cOTpOrcal and IuCOrpOreal: 10 issue
! bonds, and If desired. secure the same by
mortgage; buy and hold stock in other com
| panies incident 10 the objects and purposes
| OF 10 the expansion of the business interests
| OF the corporation; TO name, elect and ap-
point such managers, agents, directors or CttI-
| 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 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 doni-
cilcd 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
| scuce, upon the vicepresident
| Article lIl-The objects and purposes for
which tins corporation I. organized and Gre
atcd and the nature OF the business 10 be
carried on by II, are declared TO be as fol
lows:
To engage in general ship brokerage, ship
agency, ship chartcring and shipping bust
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 Tor and on behalf OF vessels.
/ their owners or ChartcrcrS, and To act as char
tcrcrs and Sub-ChartCrcrs; To engage IN, place
OF handle marine insurance act repre-
sCntativcs or agents OF marine insurance COM
| pauicS; 10 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 II acts; to engage IN and
| make freight arrangements, contracts Of al
freghtmcnt of any and all kind; contracts
relating to the transportation OF freight and
merchandise; TO buy, sell, deal in or handle
|
SteVedoring and to make contracts OF all
| kinds in reference thereto; to own, contract,
lease operate whaTves, docks and storage
| yards and to act as ballee 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 vessels; TO repair, maintain
ships 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, 10
carry on the business of shipping. ship own
crS, shin brokers, ship agents and ChartercrS,
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
poratOn is hereby fixed at the sum OF Sl0,OE
and shall be divided into and represented by
one hundred shares of the par value of $40
each Said stock shall be paid for in cash OF
its equivalent provided by law. and II
such manner and at such time and IN sucf
installments as may be prescribed by th'
board of directors.
| This corporation shall become a going con
Germ and shall be authorized to commenc,
business as soon $4,000 of its capita
stock shall have been paid for either in casi
or its equivalent as provided by law, and al
been subscribed for at the time OF the pass
ing of this act of Incorporation.
7 | Article V-The capital stock of this corpor
alton may be increased to the sum OF 500,
, 10000 by a two-thirds vote of all Of the stool
I | at a special meeting called for that purpos
or at a regular annual meeting OF the cor
lporation.
Article VI.-All certificates of stock issue
by this company shall be signed by the presl
dent and countersigned by the ce-president
E Tor If authorized by resolution of the board o
: directors, shall be signed by the presiden
and countersigned by the secretary treasurer
< The stock of this corporation can be trans
ferred only on the books of the corporation
{ and subjec: to such regulations and formali
{ ties as may be by the board of directors fror
| time TO time prescribed. No stakeholder shall
be permitted 20 sell otherwise dispose o
| his stock without first offering the same |
b. writing TO the other stockholders, through tn
d board of directors, at a price not eXceedin
, the book value thereof, and said stakeholder
q: shall have an option and hrst right 10 pun
; chase all the shares of stock to be thus dis
: posed of by SALE death, resignation or Other
s wise of any of the stockholders, and sha
: have a period of ten days in which TO accel
or decline said offer: Should the board
. directors or stockholders decline to purchas
6 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 an
/ manner and at any price he may see nj; bu
!, each share of stock is issued herein upon IN
!, condition and understanding that no STOCK
. holder shall make sale or transfer his stoc
; in violation thereof, and such sale or transfer
g if made, shall be void and this company sha
!, be under no obligation to list said stoc
- on its books or to regard the holder OF IN
| certificate thereof.
S Article VII.-The corporate powers OF thu
e corporation shall be vested in and exercise
e by board of directors composed OF thre
y | stockholders, two of whom snail constitute
r quorum for the transaction of business.
:, The directors of this corporation may vot
in person or by proxy nc any OF the NEE
ings of the board of directors, and the boar
?. | of directors may delegate any OF its power
TO any officer or officers any other repre-
sentative of the company by appropriate res'
luton to that effect The first board OF dire
5 tors of this corporation shall be composed {
ylJ. w. Cory, president, jules LHote, vic'
u president, and Frank Erlinger, secretary
q treasurer who shall serve until the secor
T Wednesday in January, 1917, or until the
n successors are elected and qualihed The q
rectors shall be elected annually by u
stockholders at a meeting held on the secor
2 | Wednesday in January IN each year att'
- date hereof. Notice of said meeting shall
N given ten days prior to the date OF the NEE
ing in writing sent to each OF the stocknoi
ers at his last known place residence: Ea'
C. stakeholder shall at such annual meeting
other meeting, general or special, be entitl'
in person or by proxy to one vote Tor evei
- share of stock owned. The elections sha
be held under such rules and regulations
NAV he from time TO time determined by Il
board of directors.
~ The directors when elected shall hold OH
d, for one year or until their successors shs