The herald., 1917-01-18

stock upon the books Of the corporation, an
atidavi; as to the amount truly paid for the
stock and facts showing the entire bona
tidcS Of the transaction.
The shares OF stock of this corporation
shall be transferable only upon the books
of the corporation, and no transfer of any
stock shall be binding, or have any effect,
upon the corporation, unless, and until, made
upon its books; and prior lien on. all shares
Of stock shall be retained by this corpora
ton the stock OF any shareholder for any
Indebtedness, secured or unsecured, however
evidenced or created, due at any time TO the
corporation by the holder of stock, and no
transfer of stock shall be made ~ contraven-
ton OF these conditions.
Article N.-Ihe 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 a quorum for the transac-
ton of business.
The first board of directors shall be con-.
posed Of Alfred Henry Clement, Arthur
Methe and Louis Albert Norphy, whose post
office addresses 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
oil OtflCeTS OF the corporation, VINO snail De
a president, vice president and se9Stary
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 holt
day, halfholiday, when the meeting shall
be held on the next succeeding day, not al
holiday or haf-holiday. All such elections
shall be by ballot, and held under the super
vision Of two commissioners, 10 be appointed
by the board of directors. For all elections
of directors by the stockholders, at least hf-
teen days notice shall be given to each
stakeholder by written notice served per-
sonally on the stockholder 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 on 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
or by proxy in writing, which shall be filed
with the secretary.
Immed iately 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
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.s may specifically define the
duties of such rhce. Such assistant secre-
tary shall NOT however, be member Of
the board of directors, and need not be a
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 10 appoint by written proxy, to
be filed with the secretary, another director
or stockholder to act for him as 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 to
draft bylaws, rules and regulations for the
corporation and the transfer of stock, not in
consistent with the provisions of this char
ter or any provisions of law, provided the
stockholders themselves amend, modify or
change 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 a meeting or stockholders
| removal can be legally presented, and 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 fill the vacancy, unless the stock
holders should themselves elect to do so at
the time of making the removal
Article VI-Whenever this corporation
shall be dissolved, whether by expiration of
its charter, or otherwise, two liquidatinE
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 lquidating commissioners, or of the
inability of one to act, tht other shall con-
ers shall see fit T. -,ect successor to fill
the place of the incapacitated, or deceased,
liquidator. The meeting TO elect such sue
cessor shall be called in the same way pro-
ytI a1 Co. 4ba he eli nf
| directors of the corporation.
| Thus done and passed at my office in the
city of New Orleans, State of louisiana,
on the day, month and year first above writ;
! ten, in the presence of Theodore Roeh and
| Sidney Villere, males, over fourteen years
| OF age, residing in this parish, competent wit
nesses, who hereunto sign their names, with
| the appearers and me, notary public, after
due reading of the whole.
Signed: Alfred H. Clement, 1872 shares,
P o. address Covington, louisiana; Arthur
Methe, 100 shares. P. o. Address 2626 Peu-
iston Street, New Orleans, La; Louis Al
L. & C. Building, New Orleans, La.
Witnesses: Theodore Roehl, Sidney Villere.
w. MORGAN GURLEY. Not. Pub.
/. the undersigned recorder of mortgages
| in and for the parish of Orleans, State of
| Louisiana, do hereby certify that the above
| "Hildegard Shipping Company, Inc" was
this day duly recorded in my Office in book
| 1901, folio s94.
New Orleans, Louisiana, Dec 2. 1916
| (Signed) EMILE j LEONARD, by. R.
| certify the above and foregoing to be a
| 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 "a p % jan 4 II IS
AMENDMENT TO CHARTER