The herald., 1919-07-17
CHARTER.

CHATTER.
stakeholder shall be permitted TO sell or
otherwise dispose of his stock without first
offering the same in writing to the other
stockholders through the Board Of Directors,
at price not exceeding the book value there
of, and the said stockholders shall have an
option and first right to purchase all the
shares of stock to be thus disposed of by
sale, DEATH resignation or otherwise of any
of the stockholders, and shall have a period
of ten days in which to accept or decline
said offer.
Should the Board of Directors or the stock
holders decline TO purchase said stock, then
the stakeholder or stockholders who made
the offer to sell otherwise dispose of the
stock may do so in any manner and at any
price he or they may fit, but each share
OF stock is issued herein upon the condition
and understanding that no stakeholder shall
make a sale or transfer of his stock in viola
ton thereof, and such sale or transfer if
made shall be void, and this Company shall
be under no obligation to list said stockton
its books or to regard the holder of the
tificates thereof.
ARTICLE VII.-The corporate powers of
| this corporation shall be vested in and ex-
ercised by Board of Directors composed of
/ three stockholders, two of whom shall consti-
/ tute quorum for the transaction of business,
| but said Board OF Directors may be in
| creased to five by a majority vote of the
! or at any special meeting of the stockhold-
ers called for such purpose, and without the
necessity of any further amendment or al
iteration of this charter The Directors of
| this corporation may vote in person or by
proxy at any meeting of the Board of Di-
rectors, and the Board of Directors may dele
gate any of its powers to any officer or
officers or other representative of the Com
pany by appropriate resolution to that eff
feet. The first Board of Directors of this
corporation shall be composed of the fol-
lowing: Louis Wieand William ]. Brys-
son, Herman L. Barnett, who shall serve
until the Second Tuesday in October, 1919, or
until their successors elected and quail
fled.
The Directors shall be elected annually by
the stockholders at a meeting held on the
second Tuesday of October, in each year after
date hereof. Notice of said meetings shall
be given fifteen days prior to the date of
the meeting. in writing, sent TO each stock
holder at his last known place of residence,
or by publication in a daily newspaper at
New Orleans, at least once. ten days before
said meeting. The Board of Directors may
change the date of said annual meeting TO
any other date in October, by written no.
tice TO that effect sent at least IS days be-
fore the date TO which the said annual meet
ing has been changed, directed to each of the
stockholders at his last known place of resi-
dence or by publication aforesaid. Each
stakeholder shall at such annual meeting or
other meetings. general or special be en-.
Z
titled in person or by proxy to one vote
tor every share of stock owned.
The election shall be held under such
rules and regulations as may be from time
to time determined by the Board of Direc-
tors. The Directors when elected shall hold
| office for year or until their successors
shall have been elected and qualified, and
failure TO hold the annual meeting of stock
| holders or to elect annually the Directors
shall not operate the forfeiture of this char
| ter or any rights hereunder. The first of
| ficers of this corporation, who shall hold
! office until the second Tuesday in October,
| 1919. or until their successors are elected and
qualified. William ]. Brysson, President:
| Herman L. Barnett, Vice President; Louis
Wieland, Secretary and Treasurer.
Any vacancy occurring in the Board of Di-
rectors may be filled by the Directors for
the unexpired term. The first Board of
Directors shall hold office until the second
] Tuesday in October, 1919, or until their sue
cessors are elected and qualified. The Sec
rotary OF the corporation need not be stock
holder.
ARTICLE VIII.-This charter or act of
| incorporation may be changed. modified al
! tered or amended by and with the consent
/ of two thirds of all the stock at any meet
ing, general or special, held for that purpose,
| and such amendments may be material or
immaterlal subject only to limitationlas may
/ be by law provided, and this corporation shall
! nave INC iIRHt ana power 10 increase de-
crease its capital stock az hereinbefore set
| out, and any increase of the capital stock
exceeding the amount herein named as the
amount to which the capital stock may be
| increased, may be made by three fourths vote
| OF all outstanding stock
ARTICLE IX.-Notice of any and all meet
| lngs referred to in this charter or required
by law shall be given in the manner pro
vided in giving notices in case of election
unless the same shall have been waived In
the case OF dissolution, liquidation or termi-
nation OF this charter by limitation or other
wise, the affairs of this corporation shall be
iiquidated by one or more liquidators elected
| by the stockholders, who may provide the
number of said liquidators and vest them
with such power and authority as may be
by law permitted; fix the terms and condi.
tions upon which they shall serve, and their
compensation. and provide that in case of the
death or disability of any one of the said
ilquidators, the remaining liquidators may
MI the vacancy or continue to act on behalf
of the corporation.
ARTICLE Mo stakeholder of this cor
poration shall be liable or responsible for
any acts, contract, debt, or default of this
company or of any of its officers, nor shall
any informality in organization have the eff
feet of rendering this charter null and void.
or OF exposing the stockholders to any liza.
biilty beyond the unpaid balance due on The
stock held by them.
| line SuDScrlDerS hereto have
written opposite their names the number Of
shares subscribed for by each of them and
their post office addresses. so that this char
ter may serve as the subscription list.
Thus done and signed at the City of New
orleans, Louisiana, this 30th day of Tune.
1919. in the presence of Paul E. Chaser. and
| Walter Revertiga, competent witnesses re:
siding at New Orleans, State of Louisiana.
who have signed these presents, together
with the said appearers and me, Notary.
after due reading of the whole
witnesses: Paul E. Chasez, Walter Re-
vertigo.
Original Signed Names of subscribers
omitted
| (SeaD
| WILLIAM J. GUSTE,
| Notary Public.
1, the undersigned, Recorder of MORTGAGES
IN and for the Parish of Orleans, State of
LOUISIANA, do hereby certify that the above
ana foregoing Act of Incorporation of the
New Orleans Towing & Lighterage Company.
Inc, was this day duly recorded in nv
office in Book 1928, Folio 6S2
New Orleans, Louisiana, July 3D. 1919
(SigneO EMILE J. LEONARD, DIV. R.
| hereby certify that the above and fore
going and attached is true and correct copv
OF the original Act of incorporation of the
New Orleans Towing & Lighterage Companv.
1919 ' u '""e'
In Witness Whereof, have hereunto set
my hand and seal this 50th day of June, 1919.
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