The herald., 1915-04-22

state OF LOUISIANA, ana all citations ana Olner
legal processes shall be served upon the pres
ident, or, in his absence, or inability to act,
upon any other officer of the corporation.
Article III-The objects and purposes for
which this corporation IS organized and the
nature of the business to be carried on by IT
are hereby declared to be to encourage, aid,
assist. promote, foster and develop the con-
struction, acquisition and operation through
out the United States Of America of mer.
chant vessels flying the flag OF the United
States; to encourage and assist in the forna-
tion Of a healthy public sentiment in favor
Of such enterprises through the public press
or through newspapers, magazines, periodi-
Gals. pamphlets other publications to be
issued by or under the auspices of or with the
assistance of this society; to encourage, by
all proper and legal methods, the enactment
and enforcement of legislation favorable to
the enlargement, development ard sustained
prosperity of the American merchant marine
and American ship owners and seamen; TO
participate and assist in the promotion, or
ganization or operation of corporations or other
organizations for the purposes of building, &C
curing, owl ing operating American ship
ping other incidental objects and purposes
to own stock in any such corporations or or
carnations, and to have such general and in
dividual powers as may be necessary in fur
therance of the objects ard purposes herein
set forth or such as a natural person might
have or exercise, and to have and be vested
with such powers as are conferred upon cor
porations of the same kind and character,
under the laws of the State of Louisiana.
Article IV-The authorized capital stock of
this corporation is hereby fixed at ten thou
sard (Sl0,0OO.00) dollars, represented by one
thousand 1000 shares of the par value of
ter (Sl0) dollars each, to be paid at such
times and in such manner as the board of
directors may deem MT and proper and may
be issued for cash money or in payment of
property or services actually received by or
rendered to said corporation. This corpora
tion shall become a going concern as SCOT. as
twenty-five hundred (S2, $4,000 dollars of its
capital stock shall have beer subscribed for
and paid in.
The parties hereto declare that they hereby
subscribe for the number of shares set oppo-
site their respective signatures hereto, or an
aggregate of $4,000.
The capital stock of this corporation may be
increased to the sum of S25,O00O0 in accord
ance with the provisions of law pertaining
thereto.
The board of directors of th. corporation
shall be authorized at any regular or special
States of America ar Honorary Member of
this society. Such honorary member shall re-
tain such membership at the pleasure of the
board Of directors and need not be stock
privilege of attending any or all meetings
of the society and to act in an advisory capa-
city. They shall not be TIaole for any of the
faults or obligations of the society nor shall
they have any interest in its assets.
Article Vail the powers of this corpora
ton shall be vested in and be exercised by
board OF not less than three nor more than
five directors, to be elected at the stock
holders annual meeting. The persons so
named as directors, all of whom shall be
bona fde stockholders, may select from their
own number president, a vice-president,
ard ecretary-treasurer. The FIRST board
of directors, with post Office addresses, are
as follows:
Alfred H. Clement, l1O9 Hennen Bldg, New
Orleans, La, president; J. w. Cory, Gulf
port, Miss, vice-president; George Taylor,
On the second Tuesday of January, 1916
and on the same day of each succeeding year,
except when such day shall fall on a legal
the stockholders shall elect board of direc-
tors for the ensuing year, the board already
installed to continue to hold over until their
successors are elected and qualified.
The board of directors so elected shall Sc
lect from their own number the officers of
the corporation as above provided, and shall
also appoint a manager of the corporation. The
election of directors shall be by ballot, and
votes cast shall be declared elected. For
electing directors or for any other purpose
each share of stock, whether present or by
proxy, shall be entitled to one vote, and a
majority OF votes cast shall be required to
pass any resolution or decide any question
submitted to the stockholders, except for the
alteration or amendment of this charter or
the dissolution of the corporation, as herein
after provided.
The said board of directors shall have DOW
er and authority to make all Necessary rules
and regulations for the management opera
ton and control of the business of the cor
poration, as well as to make all necessary
rules and bylaws, with power to fill any
vacancy occurring in their number. A major
ity of directors voting at airy one time in
person or by proxy, shall be required to pass
any resolution or adopt any bylaw and which,
when so adopted, shall become valid corporate
acts.
Article VI-Notice of all meetings of stock.
holders for electing directors or for any
other purpose, shall be given in writing by
the secretary, to be deposited in the mail al
least fifteen days before such meeting, di.
rected to each stakeholder at his last known
address appearing upon the books of the cor
poration, unless said notice Is waived in writ.
ing by all the stockholders appearing as such
upon the books.
Article VII-This act OF incorporation NAV
be modified, added to, changed or amended
or this corporation may be dissolved by and
with the assent of the holders of two-thirds
in amount of then outstanding stock given
at general meeting of the stockholders, to
lie convened after fifteen days prior notice,
IS provided in Article vi of this charter
In the event of the dissolution of said
tie, or otherwise, its affairs shall be liqui-
dared by three commissioners, to be appoint.
ed aid elected at a special meeting of the
stoci holders for that purpose, as above pro-
riue ana VINO snal remain IN once until
the fairs of said corporation shall be fully
llqutated; and in the event Of the death or
disability of one or more of said liquidators
the Survivors or survivor shall continue to
act.
Article VIII-No stakeholder shall be held
liable or responsible for the contracts or faults
of this corporation in any further sum than
the unpaid balance due to the corporation on
the shares owned by him, nor shall any mere
informality in organization have the effect of
rendering nf
stockholder to liability beyond the amount of
his unpaid stock, if any.
Thus done and passed, at my Office, IL, the
City Of New Orleans, on the day, month and
year first hereinbefore written in the pres