The herald. [volume] (New Orleans, La.) 1905-1953, 1919-06-12

United States OF America, State OF Louis
lana, Parish of Orleans, City OF New Or
leans Be it known, that on this 9TH day
of the month of March, in the year one
thousand nine hundred and nineteen, before
me, Henry P Dart, Jr., Notary Public, duly
comm ssioned and sworn in and for the Par
ish of Orleans and City of New Orleans,
therein residing, personally appeared the
persons whose names are hereunto sub
scribed, who declared that, availing them
selves of the provisions OF the laws OF the
State, relative to the organization OF cor
porations they have covenanted and agreed:
and do, by these presents, covenant ana
agree, bind form and constitute themselves,
as well as such other persons who may mere
after Join or become associated with them,
into a corporation and body polite IN law
for the objects and purposes and under the
agreements and stipulations following, to-
wit:
ARTICLE 1.-The name and title Of this
corporation shall be Jahncke Dry DOCK
Ship Repair Company, Inc, and under TINS
name it shall have and enjoy all the rights,
advantages and privileges granted by law
to corporations; it shall exist for period
of ninety-nine years; it shall have power 10
contract sue and be. sued in It's corporate
name; to make and use corporate SEAL ana
the same to break or alter at pleasure; TO
hold. receive, purchase, convey, mortgage;
hypothecate or pledge property, both real
and personal; to issue bonds, notes, and other
to have and employ managers
directors, officers, agents and other en-
ployees as the interests and convenience OF
said corporation may require; and TO make
and establish such bylaws, rules and resu,
lations for the corporate management and
control of the affairs of said corporation, as
may be deemed necessary and eNpedient..
ARTICLE 1.-The domicile OF said cor
poration shall be in the City OF New Or
leans, in this State, and citation and other
hal he served
dent and in his absence, on the vlce-presl-
dent In case of the death Of the president
of this corporation, or IN the event OF MS
inability TO act as such, his duties and rune
tons shall devolve upon and be fuIfllLed Dy,
the vice-presldent.
ARTICLE III.-The objects and purposes
for which this corporation is organized ana
the nature of the business to be carried on
by it are hereby declared to be: 10 con-
struct, purchase, charter, lease, hlre or other-
wise acquire, and to mann, equip, MAINTAIN
and operate, steamships, steamboats, tow
boats, ferry boats, sailing vessels, barges
and other water craft of whatever descrip.
ton, for transportation and towage Of
freight and passengers for hire, and to en-
gage in a general transportation business,
upon and between places on rivers, lakes,
bays and other waters and upon the high
seas, and to ports and places In foreign
countries, ana to carry on general express
business in connection with the operation OF
said vessels; TO construct, purchase, lease,
hire or otherwise acquire warehouses, land
ing places, canals, docks, wharves, and other
facilities and to improve navigation or nv
ers, bayous, and other waters, as the busi-
ness of the company may require; to con,
struct, hire, lease or otherwise acquire and
to operate dry docks and floating docks
suitable for handling and repairing vessels.
and to build rebuild and repair vessels Of
every descriptions; to construct, purchase,
hire, lease or otherwise acquire, and to
operate on land, omnibuses: automobiles
trucks, teams and vehicles of every nature
and description for the transportation of
freight and passengers, to and from the
landing places of the vessels operated by
said company, and such other points as the
Board of Directors may from time to time
determine to be necessary for the business
of said company; and generally TO do and
perform all things germane as incidental to
or usual in the business and affairs herein
above authorized.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum of
two hundred and fifty thousand dollars
(S25O,OOO.0O divided into two thousand five
hundred shares of the par value of one hun
bred dollars each, which shares shall be paid
for in cash or in the purchase OF property,
and the said capital stock may be increased
to the sum of one million dollars additional.
All shares of stock shall be full paid and
worcestershire. No transfer of stock shall
be binding upon the corporation unless made
upon its books and all certificates of stock
shall be signed by such officers may be
designated by the Board of Directors All
stock in 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 held and possessed
subject to the rules and provisions for the
transfer of same hereinafter set out, to-wit:
Cd No sale or other transfer of shares
of stock in this corporation shall be valid
until and unless the opportunity has been
first afforded the stockholders OF record at
the date of such transfer sale or other alie-
nation to purchase such stock at book value,
plus twenty-five per cent, the value to be
ascertaned in the manner herein prescribed.
The right to acquire said stock hereby vest.
ed in the other stockholders of record shall
follow the stock into any hands to which 1t
may pass and may be exercised against the
holders thereof within ninety days from the
time any sale or transfer has been Offered
to be entered on the books of the corpora
ton. 1t shall be the duty of any holder
of stock in this corporation who intends or
desires to sell, transfer, ALLEVIATE or otherwise
dispose of same to give ten days written no.
tice of such intention or desire to the Board
of Directors of the corporation, who are
hereby constituted agents of the said stock
holders for the purpose OF such notice and
said Board of Directors shall give immediate
information thereof, in writing, to all the
other stockholders of record. Before the ex-
piration of the ten days from the receipt of
said notice by the Board of Directors any
shareholder of record may offer to purchase,
and may acquire the right TO purchase, said
stock by notifying the Board of Directors in
writing and thereafter shall deposit the price
of said stock in cash with the corporation
on or before the expiration of eighty days
from the last mentioned date.
Upon the receipt of the first mentioned
notice, the Board of Directors shall advise
the person owning said stock, his agent or
representative, to join with said Board IN
fixing the value of said stock, which value
shall be established on the basis of the last
annual or semi annual statement or report
of the corporation and the last monthly trial
balance preceding the date of such notice.
and the value thus found and established
shall constitute the value and price of said
stock. If within twenty -four hours after
such notice, the owner, his agent or repre-
sentative, does not join with the Board in
establishing the price of value of the stock
the Board may proceed without further de-
lay to fix the said value, using the report
and trial balance aforesaid for that pur-
pose, which writings are declared to be con-
elusive evidence for and against all parties
in interest in the premises. whether the
value is established by the joint act of the
owner, his agent. widow, heir or representa-
tive of by the Board Of Directors acting IN
default of the cooperation or said person OF
persons Upon receipt of the offer or &C.
ceptance of any shareholder to purchase said
stock and upon obtaining guarantee salts
factory to said Board for the price thereof
the Board of Directors shall thereupon give
notice thereof to the owner of the stock, his
agent or representative. and before the ex-
piration of the period Of eighty days afore-
said shall call in the certificate or certifi-
Gates representing such stock and pay the
lee. I'D