The herald., 1917-01-11

stock upon the books Of the corporation, an
affidavit 20 the amount truly paid Tor the
stock and facts showing the entire bona
ries Of the transaction
The shares Of stock Of this corporation
shall be transferable only upon the books
II the corporation, and no transfer OF any
stock shall be binding, or have any, effect.
upon the corporation, unless. and until, made
upon is books: and a prior lien on all shares
If stock shall be retained by this corpora
tl,H on the stock o.: any shareholder for any
Indebtedness, secured or unsecured, how ye-
evidenced or created, due at any time TO the
corporation by the holder Of stock, and no
transfer OF stock shall be made IN contraven-
ton Of these conditions.
Article k.-lle 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 4 quorum Tor the transac-
The frs, board Of directors shall be co7.-
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 FIRST annual meeting for the election
. Of officers OF the corporation, who shall be
a president, yIcr-preside1lt and selStary
and treasurer, which last ONCE 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 a holt
day, or half-hollday, when the meeting shall
be held on the next succeeding day, not a
holiday OF half-hOhday 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
Z Of ny he at lea
teen days notice shall be given TO each
stakeholder by written notice served per
! sonaly on the stockholder or mailed to him
/ at his last known place Of residence. as
shown by the books Of the corporation. Each
stOckholder Of record as such the books
Of the corporation, shall be entitled to cast
him in all cases in which stockholders may
vote, and such vote may be cast in person
I 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 election OF any char
acter, called for by this charter, shall not
| invaldate this charter or affect the exist
ence OF the corporation, but the persons in
office shall so remain until election is
held and successors IN office qualified. The
board Of directors shall have authority at
any time to appoint assistant secretary,
who shall be clothed with such functions as
are usually incident TO such office, or the
board OF directo may specifically define the
duties Of such ,fce. Such assistant secre-
tary shall not however, be a member of
the board of directors, and need not be d
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
or stakeholder to act for him director,
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 20
draft bylaws, rules and regulations for the
corporation and the transfer Of stock, not in
consistent with the provisions of this char
ter any provisions of law, provided the
stockholders themselves amend, modify or
change any bylaws regulating the stock
holders meetings.
Any director may az any time be removed
by a majority vote OF the stock present, or
represented, at a meeting or stockholders
before which such meeting the question of
removal can be legally presented, and a re-
moval from the Office Of director shall, at
the same time, terminate the tenure of any
other office held by such director, together
with any emoluments thereof. Upon such
removal the board of directors shall be en-
titled to I'LL the vacancy, unless the stock
holders should themselves elect to do so at
the time OF making the removal.
Article NI.-Whenever this corporation
shall be dissolved, whether by expiration Of
its charter, or otherwise, two liquidatins
commissioners shall be elected by the share
holders TO wind up the affairs of the corpora
ton. In the event of the death of one of
| these liquidating commissioners, or of the
inability of one to act, the other shall con-
tlnue in Office aloRe, unless the stockhold
ers shall see At - EJECT a successor TO fill
the place of the incapacitated, or deceased
cessor shall be called in the same way pro-
vlded for the meetings for the election of
directors. Of the corporation.
Thus done and passed at my Office in the
on the day, month and year first above writ.
ten, in the presence Of Theodore Roehl and
Sidney Nillere, males, over fourteen years
OF age residing in this parish, competent wit
the appearers and me, notary public, after
due reading OF the whole.
Signed: Alfred H. Clement, 332 shares,
Il .. address Covi4gton, louisiana; Arthur
lston Street, New Orleans, La; Louis Al
bert Morphy, shares, P o. address L. &
l., & G. Building, New Orleans, La.
Witnesses: Theodore Roehl, Sidney Villere
W. MORGAN GURLEY, Not Pub.
l, the Undersigned recorder Of mortgages
LOUISIANA, do hereby certify that the above
and foregoing act of incorporation of the
"Hildegard Shipping Company, Inc" was
tins day duly recorded in my Office in book
l2Ol folio 594.
New Orleans, Louisiana. Dec 7, 1916
lSigned) EMILE J LEONARD, by. R
l certify the above and foregoing to be
true and correct copy of the original Act
OF Incorporation of 'Hildegard Shipping Com
pany Inc" together with the certificate of
the recorder of mortgages thereto appended
and on file in my notarial Office.
w. MORGAN GURLEY, Not. Pub.
Dec IA p Is jan II is
AMENDMENT TO CHARTER