The herald., 1916-12-28

stock upon the books of the corporation ar
affidavit as to the amount truly paid for the
stock and facts showing the entire bons
ndes OF the transaction.
The shares of stock of this corporation
shall be transferable only upon the books
Of the corporation, and no transfer nj any
stock shall be binding or have any effect
upon the corporation, unless, and until, made
upon its books; and a prior lien on all shares
OF stock shall be retained by this corpora.
ton on the stock OF any shareholder for any
Indebtedness, secured or unsecured, however
evidenced or created, due at any time 10 the
corporation by the holder of stock, and no
transfer OF stock shall be made in contraven.
ton OF these conditions.
Article N.-The corporate powers OF this
corporation shall be vested in, and exercised
by, board of directors, consisting OF three
stockholders, and two members of the board
shall constitute quorum for the transac-
The first board of directors shall be com.
posed of Alfred Henry Clement, Arthur
Methe and Louis Albert Morphy, whose post
office addresses are those set opposite their
respective names in their subscriptions to
the capital stock of this corporation. Alfred
Henry Clement shall be president of the
corporation, Louis Albert Morphy, the vice
president, and Arthur Methe, the secretary
and treasurer, all of whom shall serve until
the first annual election OF officers, as here
matter set forth, or until their successors
are elected and qualify.
The hrst annual meeting for the election
Of officers of the corporation, who shall be
a president, vice president and sedStary
and treasurer, which last Office shall be COM
bined in one person, shall be held on the
first Tuesday in February, 1918, and on the
first Tuesday in February of each year
thereafter. unless such day should be holi-
day, or half-holiday, when the meeting shall
be held on the next succeeding day, not a
holiday or half-holiday: All such elections
shall be by ballot, and held under the super
vision of two commissioners, to be appointed
by the board of directors. For all elections
OF directors by the stockholders, at least IF
teen days notice shall be given 10 each
stakeholder by written notice served per-
sonally on the stakeholder or mailed to him
at his last known place of residence, as
shown by the books of the corporation. Each
stakeholder OF record as such the books
of the corporation, shall be entitled to cast
one vote for each share of stock held by
him in all cases in which stockholders may
vote, and such vote may be cast in person
or by proxy in writing, which shall be filed
with the secretary.
Immediately upon their election, the board
OF directors shall elect from their number
the officers of the corporation. A failure,
however, to hold an election of any char
acter, called for by this charter, shall not
invalidate this charter or affect the exist
ence of the corporation, but the persons in
ottice shall so remain until election is
held and successors in office qualified. The
board of directors shall have authority at
any time to appoint an assistant secretary,
who shall be clothed with such functions as
are usually incident to such Office, or the
board of directo S may specifically define the
tary shall not however, be a member of
the board of directors, and need not be
stakeholder OF the corporation.
All vacancies occurring on the board of
directors between elections. shall be filled
by the remaining directors for the unexpired
term of said board and any director shall
be entitled to appoint by written proxy, to
be filed with the secretary, another director
SfOCEhOldRr IN i'm
when such director cannot himself act.
All employees of the corporation shall hold
their positions subject TO the pleasure of the
board of directors
The board of directors shall be entitled to
trar bylaws, rules and regulations for the
and the transfer of stock, not in
with the provisions of this char
er any provisions of law, provided the
themselves amend, modify or
'hange any bylaws regulating the stock
holders meetings.
Any director may at any time be removed
by majority vote of the stock present, or
represented, at meeting OF stockholders
before which such meeting the question of
emoval can be legally presented, and re-
noval from the office of director shall, at
he same time, terminate the tenure of any
'ther Office held by such director, together
With any emoluments thereof. Upon such
emoval, the board of directors shall be en-
tiled to fill the vacancy, unless the stock
FOLDERS should themselves elect to do so at
Article V1-Whenever this corporation
hall be dissolved, whether by expiration of
IS charter, or otherwise, two liquidatinG
commissioners shall be elected by the share |
olders to wind up the affairs Of the corpora |
ion. In the event of the death of one of
hese liquidating commissioners, or of the |
inability OF one to aot, the other shall con-
lnue in office alope,. unless the stockhold. |
he place of the incapacitated, or deceased |
iquidator. The meeting TO elect such sue |
essor shall be called in the same way pro. |
ided for the meetings for the election of
irectors of the corporation.
Thus done and passed at my office in the
ity of New Orleans, State of Louisiana,
n the day, month and year first above writ
IN, in the presence of Theodore Roehl and
age, residing in this parish, competent wit
esses, who hereunto sign their names, with
ne appearers and me, notary public, after
ue reading of the whole.
Signed: Alfred H. Clement 1872 shares,
; o. address Covington, louisiana; Arthur
ton Street. New Orleans, La; Louis Al
ert Morphy, 2 shares, p o. address L. &
!. & G. Building, New Orleans, La.
Witnesses: Theodore Roehl, Sidney Villere.
w. MORGAN GURLEY, Not. Pub.
/, the undersigned recorder of mortgages
and for the parish of Orleans, State of
ouisiana, do hereby certify that the above
nd foregoing act OF incorporation OF the
Shipping Company, Inc. was
lis day duly recorded in my Office in book
Ol, folio s94.
New Orleans, Louisiana, Dec. :, 1916.
(Signed) EMILE j LEONARD, by. R.
l certify the above and foregoing to be a
ue and correct copy of the original Act
Incorporation of "Hildegard Shipping Com.
my, Inc" together with the certificate of
e recorder Of mortgages thereto appended,
I'd on file in my notarial Office.
w. MORGAN GURLEY, Not. Pub.
&c II q q jan II Is
AMENDMENT TO CHARTER
F FORSCHLER MOTOR TRUCK MANU-
FEATURING COMPANY, INC.