The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-31
CHARTER.
CHARTER OF ALFRED H. CLEMENT q
COMPANY, INC.

our Lord One Thousand Nine Hundred and
Nineteen, and of the independence of the
United States of America, the One Hundred
and Fortieth; Before me, W. Morgan Gurley,
Notary Public, duly commissioned and
qualified in and for the Parish of Orleans,
State of Louisiana, personally came and APP
peared the several persons, whose names are
subscribed hereto, who declared that, avail
ing themselves of the laws of the State OF
Louisiana, in such cases made and provided,
and particularly of Act No. 267 of 1914, they
desire to, and do hereby, form themselves
into a corporation under the name, and for
the objects and purposes, and under the
terms and conditions, hereinafter set forth.
ARTICLE 1.-The name and style of this
corporation shall be Alfred Ii. Clement Il
Company, Inc, and under this name, it shall
have all the power and authority conferred
upon corporations by the laws OF the State
of Louisiana and of the United States OF
America. 1t shall have existence for period
of ninety-nine years from this date, unless
sooner legally dissolved. 1t shall have pow
er to contract, sue, and be sued, in its cor
porate name; to make and use a corporate
seal, and the same to break or alter at
pleasure; TO hold, receive, lease, sub-lease,
purchase, sell, convey, and exchange prop
erty, real, personal or mixed; TO mortgage,
pledge, or hypothecate the same; to borrow
or lend money, securities, and valuable
things generally, in any matters connected
with the purposes or business of the corpora
ton; to issue bonds notes, and other obi.
cations, and negotiable instruments, and
commercial paper generally; TO appoint such
officers, agents, managers, and employees
generally, the business and interests OF
the corporation may require; TO change, modi-
fly, amend this charter, and 10 establish,
alter, and amend all rules, regulations, and
bylaws for the conduct and management OF
the business of the corporation in any way
conformabe to law.
ARTICLE 1.-THE domicile of this corpora
ton shall be in the City of New Orleans
| State of Louisiana, and all citations or other
legal process shall be served upon the Presi.
dent of this corporation, or, in the event OF
his absence inability to act, then upon
| the Vice President; and, in the absence Of
! both these officers, service shall then be
| made in the manner provided by law.
ARTICLE III.-The objects and purposes
| for which this corporation is organized, and
| the nature of the business to be carried on
! by it, are hereby declared TO be: To act as
| freight brokers and forwarding agents in OBJ
| tanning the transportation OF freight either
| by rail water, or by both, from any point
| in the United States of America, or else.
where, to any other point in the United
| States of America, elsewhere, or from any
point outside the United States of America
| to any point in the United States of America,
| or elsewhere
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum OF
Ten Thousand Dollars (SlOGO.0O, divided
into one hundred shares of the par value of
One Hundred Dollars $4,000 each. The
capital stock of this corporation may be in
creased to the sum of Fifty Thousand Dol
lars (s5O,OOOO). No stockholder shall sell
or dispose of any of the stock of this corpo-
| ration without first having offered the same
for sale to the other stockholders, by let
| ter addressed to the President or to the
| Board of Directors of the corporation, naming
therein the lowest proposed price of said
stock and the proposed term of sale. After
| thirty days from the receipt of such written
offer, and the failure of the stockholders, or
any of them, TO purchase the said stock upon
| the proposed terms of sale, at least terms
| no worse than those proposed, the owner OF
| the stock shall then be at liberty to sell
such stock for not less than the said proposed
price and upon the said proposed terms, or
| at least terms not more favorable to the pur-
chaser than those submitted to the stockhold-
ers. This rule shall apply to each specific
sale, or proposed sale of stock
Should any stakeholder pledge any of his
stock, he shall immediately notify the remaining
stockholders of the corporation in writing
| through letter addressed to the President
of the Board of Directors, as in the aforesaid
case of a proposed sale of stock, of the fact
of such pledge, together with the name and
address of the Pledge, and shall accompany
such notification with a copy of the act, OF
instrument, of pledge; and before, or upon
the default of the pledger to meet the obi
CATION for which his stock stands pledged
the stockholders of the corporation shall be
entitled to take up such pledger's obligation
and they shall be thereby specially subro
gated to the rights of the original pledge:
or any subsequent pledges in all particulars
Where the stockholders of the corporation
are accorded either the right of purchasing
la shareholders stock or of taking up hi:
pledge obligation, as hereinabove set forth
such right shall devolve upon the said stock
holders, first, in the proportion of their indi
vidual holdings of stock, and then ratabl,
among the remaining stockholders, shoult
any particular stakeholder not elect to ex
ercise his right, and so on, until the RICH
shall remain IN one stoekholder, II al otne
stockholders should decide not to exercise tn,
right.
| The corporation shall make no transfer o
stock where the provisions of the foregoing
paragraphs have not been fully compiled
with, and the corporation shall also be EMIT
led to demand, and shall demand, o
both the seller and the purchaser of stool
in all cases, before making a transfer o
such stock upon the books of the corporation
an affidavit as to the amount truly pai'
for the stock and facts showing the entir
bona fides of the transaction.
The shares of stock of this corporation shall
| be transferable only upon the books of tn
corporation, and no transfer of any stool
shall be binding, or have any effect, upoi
the corporation, unless, and until made upoi
its books; and prior lien on all shares o
stock shall be retained by this corporation
on the stock of any shareholder for any in
debtedness, secured or unsecured, however,
evidenced or created, due at any time to tn
corporation by the holder of stock, and n
transfer of stock shall be made in contra
vention of these conditions.
H. ARTICLE V.-The corporate powers of thi
corporation shall be vested in, and exercise'
by, Board of Directors, consisting Of fou
stockholders, and three members of the Boar
shall constitute a quorum for the transaction
of business. The first Board of Director
shall be composed of Alfred Henry Clement
Arthur Methe, James Robert Goodson, an
George Mather Conrad, whose post-office ad
dresses are those set opposite their respec
tive names in their subscriptions to the CAPT
| tai stock of this corporation; Alfred Henri
Clement shall be President of the corpora
ton; rthur Methe, the Vice-President, an
G. NJ. Conrad and T. r. Goodson, the Secre
] tary and Treasurer, respectively, all of who1
shall serve until the first annual election Q
officers, as hereinafter set forth, or unit
their successors are elected and qualified.
The first annual meeting for the electio
of officers of the corporation, who shall b
a president, vice-president, and secretar
! and treasurer, which last office may be CON
bined in one person, shall be held on tn
| first Tuesday in July, 1920, and on the frs
\ Tuesday in July, of each year thereafter
unless such day should be holiday, or hall
\ holiday, when the meeting shall be held o
y the next succeeding day, not holiday @
\ half holiday. All such elections shall be b
ballot, and held under the supervision {
I two commissioners, to be appointed by tn
( Board of Directors. For all elections G
\ Directors by the stockholders, at least fiji