The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-21

sell and deal in coal coke and other fuels;
| 10 own. charter and control boats of all kind;
90 carry, transport. deliver and distribute
by boat or other conveyance, but not as
4 common carrier, coal other products,
| whether belonging TO itself other per
SONS, and to operate docks.
Without in any particular limiting any
\ Of the objects or purposes or powers OF the
|. corporation, the business or purposes of the
! corporation shall be from time to time TO
| 40 any one or more or all Of the acts and
| things herein set forth and all such other
| acts and thing, and business or businesses
| in any manner connected Herewith or nee
| eSSary, incidental convenient. auxiliary or
| gcrmane thereto or calculated directly or
| indirectly to promote the interests OF the
| corporation or enhance the value of or rem
| der profitable any of its property or rights
as such a corporation may lawfully do.
1 Article III.-The amount OF the capital
1 stock shall be twenty-h thousand dollars
\ ,S25OCOOO), divided into two hundred and
| nifty shares Of hundred dollars $4,000
| each, fifty per cent Of which Is hereby sub.
| SCrIbed by the appearerS. The whole OF SAID
| stock Is common stock Of equal dignity and
power. The said capital may be increased
% two hundred thousand dollars (S2OOOlOOO,
divided into two thousand shares OF one
hundred dollars (SlO00O each. All stock
iii this corporation shall be held upon
condition precedent and under contract and
| agreement in the nature OF vested rights
| that all such stock Is SO held and possessed
| subject to the rules and provisions for the
| transfer of same hereinafter set out, to-wit:
| No stakeholder shall sell or dispose OF any
of the stock in this corporation without first
ihavng offered the for sale 10 the
other stockholders by a letter addressed and
delivered to the president OF the board OF
4 directors or to the said board, naming there
in the proposed lowest price of said stock,
which price shall not exceed the actual value
| thereof at the time OF such Offer, as the
same may be determined by the books of
account or balance sheet of the corporation.
After thirty 600 days from the receipt of
such written offer and failure of the
STOCKHOLDERS, or any OF them, to purchase
| such stock, the owner thereof shall be at
liberty to sell such stock for not less than
4 the price so named by him, to other person
or persons The preference, option or right
OF purchase herein created or vested IN the
other shareholders or any of them, may be
waived by said shareholders or by the board
OF directors by written instrument duly
signed by said stockholders or directors, at
tested and filed with the secretary and by
him recorded in the Stock Record or Minute
Book of the corporation, and any transfer
Of stock recorded by the secretary on the
books Of the corporation shall be presumed
to have been made in accordance with the
provisions of this article.
Article IV.--All the corporate powers shall
be vested in and exercised by board Of
directors composed Of hve stockholders, the
majority of whom shall constitute a quorum
for the transaction of all business.
The board of directors shall be elected an
nually by the stockholders at meeting to
be held for that purpose OH the third Tues
day of January of each year. The directors
thus elected shall continue in office for one
year and thereafter until their successors
are elected and qualified. Any. vacancy oc-
curing such board shall be filled by
the remaining directors for the unexpired
term.
|, With the written consent of all directors,
meetings of the directors may be held with
| out the State of Louisiana or within said
? state elsewhere than at the domiciie of the
= corporation
: Any director may appoint by written in
| strument another director or stakeholder 70
. | act as his proxy and in his stead at any
and all meetings of the board of directors
At its first meeting after election the board
| Of directors shall elect out of its own num-
? her a president, vice-president, secretary and
treasurer. all of whom shall be stOckhOld.
ers The same person may be secretary and
treasurer. Said board shall have the right
to appoint and dismiss such managers, clerks
| and other employees of the corporation as
conditions may justify the business OF
1 the corporation require.
a The tenure of office Of all the employees
If the corporation shall be during the pleas
ure of the board of directors. Until the
. election to be held the 10th day Of Jan
i uary, 1917, the following named shall con
= stitute the first board of directors, to-wit
Harry c. Donaldson, 2lO5 State St; George
.lW. Stanton, 1923 Washington Ave; Richard
: b. Montgomery, 2Oll Peters Ave; Geofrey
> Marshall, 1905 Jackson Ave, and Felix J
Garcia, 1888 ESplandOe ave, ana All OF I'M
| city OF New Orleans, La.
Article V.-Meetings of stockholders 70
| the purpose of election or any other pur
:, pose may be held upon fifteen Q5) days no
= tice sent by mail or delivered and De
livery Of such notice in person or at tn
| residence of a stakeholder shall be sufh
| cient for all purposes; such meetings MAJ
| be held at any time or place by unanimou
| consent and without notice. Any notice re
: quired by this charter or by any law o
| the State may be waived and such waive
shall be in writing and incorporated into tn,
minutes of any meeting held under sucl
i; waiver Any stakeholder may be repre-
r sented at any meeting OF stockholders or i
| any matter relating thereto by proxy II
twriting The stock Of this corporation &
e the extent Of one-half Of the authorized cap
i, ital has been subscribed as follows:
d Harry c. Donaldson, 2lOs State St, New
If Orleans; George w. Stanton, 1923 Washing
t, ton Ave, New Orleans; Richard B. Mont
c, gomery, 2Oll Peters Ave, New Orleans
" Orleans; Feljs Garcia. i5 EsPla sbsI
e constitute the original subscription list.
l. Article VI-At the dissolution of this cor
, poraton, the lquidators TO be then an
there elected in addition TO the powers con
= ferred upon them by the laws OF this state
W NAV NAV, be 's authorized to sell the property 0
:. the corporation in whole or IN part ana !
e receive in payment therefor the bonds o
- stocks Of any other corporation. lhey ma
le also be authorized TO compromise, arrang
= and adjust debts due by or to the eorpo
20 | ration.
se Article VII.-Any and all rights, powers
m privileges or restrictions in the articles
n Incorporation granted and contained, cor
e. ferred or imposed may, as to the rights
a. stockholders Of the corporation, be enlarged
IS amended, altered or changed in any mar
I'd uer and TO any extent, or repealed by
certificate of amendment made, exeoute'
authorized and filed in any manner now
rs hereafter permitted or authorized by n
e., laws Of the State Of Louisiana.
nd Article VIII.-No stakeholder shall ey'
30 he held liable for the contracts or the taui
nd of the corporation in any further sum una
81 the unpaid balance due the corporation
:. the shares Of stock owned by him, nor sha
~ any mere informality in organization ha'
the effect of rendering this charter null
:. Of exposing stockholder to any lIaoiii
for h;s snhscription 10 stock
Thus done and passed, IN my Office IN I
W - "a y w Qrlears on The day. month a