The herald. [volume] (New Orleans, La.) 1905-1953, 1916-12-28

| 20 own, charter and control boats Of all kind:
I 10 carry transport, deliver and distribute
| by boat or other conveyance, but not as n
common carrier, coal or other products.
4 whether belonging 10 itself or other per
| sons, and TO operate docks
| Without in any particular limiting any
4 u the objects or purposes or powers Of the
} corporation, the business or purposes Of the
I corporation shall be from time 10 time to
| do any one or more all OF the acts and
things herein set forth and all such other
4 acts and things and business or business
4 IN any manner connected Herewith or nee
eSSary, incidental, convenient, auxiliary or
germane thereto or calculated directly or
4 indirectly to promote the interests OF the
| corporation enhance the value Of or rem
der profitable any Of its property or rights
as such a corporation may lawfully do.
4 Article IlI.-The amount of the capital
I stock shall be twenty-five thousand dollars
! tS25Oo0OC), divided into two hundred and
! atty shares of one hundred dollars (SlOOOO
| 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
| TO two hundred thousand dollars CS2OOO0OO,
| divided into two thousand shares of one
hundred dollars $4,000 each. All stock
| III this corporation shall be held upon a
| 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:
OF the stock in this corporation without first
having offered the for sale TO the
other stockholders by letter addressed and
delivered TO the president of the board of
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, the
same may be determined bv the books of
account or balance sheet of the corporation
After thirty 900 days from the receipt of
such written offer and on 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
the price named by him, to other person
or persons. The preference, option or right
OF purchase herein created or vested in the
other shareholders, any of them, may be
waived by said shareholders by the board
Of directors by written instrument duly
signed by said stockholders 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
20 have been made in accordance with the
provisions OF this article.
Article IV.-All the corporate powers shall
be vested in and exercised by a board of
directors composed of FIVE stockholders, the
majority OF whom shall constitute a quorum
tor the transaction of all business.
The board of directors shall be elected an
nually by the stockholders at a meeting to
be held for that purpose on 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.
meetings of the directors may be held with |
out the State of Louisiana within said |
state elsewhere than at the domicile of the |
corporation.
Any director may appoint by written in
strument another director or stakeholder TO |
act 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- /
Der 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 or the business Of
the corporation require.
The tenure of Office of all the employees |
of the corporation shall be during the pleas
ure of the board of directors. Until the
uary, 1917, the follow ing named shall con-
stitute the first board Of directors, to-wit: 1
Harry c. Donaldson, 2l05 State ST.; George
W. Stanton. 1923 Washington Ave; Richard
Marshall, 1905 Jackson Ave, and Felix J. |
Garcia, 1888 Esplanade Ave, and all of the
city of New Orleans, La.
Article V.-Meetings of stockholders for
pose may be held upon fifteen G0 days no.
tice sent by mail or delivered and de-
livery OF such notice in person or at the |
residence 81 a stakeholder shall be suffi-
be held at any time or place by unanimous
consent and without notice. Any notice re.
quired by this charter or by any law OF
the State may be waived and such waiver
Hi - a,A cd into he
minutes of any meeting held under such
waiver. Any stakeholder may be repre-
scented at any meeting Of stockholders or in
any matter relating thereto by proxy in
the extent of one-half of the authorized cap
ital has been subscribed as follows:
Harry c. Donaldson, 2lOs State ST., New
Orleans; George w Stanton, 1923 Washing
gomery, sOll Peters Ave, New Orleans;
Ave. New Orleans. The foregoing shall
constitute the original subscription list.
Article VI-At the dissolution of this cor:
poration. the liquidators to be then and
there elected, in addition to the powers con-
ferred upon them by the laws Of this state,
may be authorized TO sell the property OF
the corporation in whole or in part and 20
receive in payment therefor the bonds or
stocks of any other corporation. They may
also be authorized TO compromise, arrange
and adjust debts due by or to the eorpo-
ration.
Article VII.-Any and all rights, powers.
privileges or restrictions in the articles Of
incorporation granted and contained, con.
ferred or imposed may, as TO the rights Of
stockholders Of the corporation, be enlarged,
amended, altered or changed in any man
ner and TO any extent, or repealed by
certificate of amendment made, executed,
authorized and filed in any manner now or
hereafter permitted or authorized by the
laws Of the State Of Louisiana.
be held liable for the contracts or the faults
Of the corporation in any further sum than
the unpaid balance due the corporation on
the shares Of stock owned by him, nor shall
any mere informality in organization have
the effect of rendering this charter null or
Of exposing a stakeholder to any liability
beyond the unpaid balance which may be
due on his subscription 10 stock.
Thus done and passed, in my Office in the
city Of New Orleans on the day, month and