The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-24
CHARTER.
CHARTER OF ALFRED H. CLEMENT &
COMPANY, INC.

United States OF America, State of Louis
lana, Parish of Orleans, City of New Or
leans. Be it known, that on this fourteenth
day of the month Of July, in the year OF
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,
a Notary Public, duly COMM sloned and
qualified in and for the Parish OF Orleans,
State of Louisiana, personally came ana 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 tor
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
Company, Inc, and under this name, II 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
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, suitcase,
purchase, sell, convey, and exchange prop
erty, real, personal 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, mod |
fly, or amend this charter, and to establish, !
alter, and amend all rules, regulations, and !
by laws for the conduct and management of
the business of the corporation in any way
conformable to law.
ARTICLE 1.-THE domicile of this corpora
ton shall be in the City of New Orleans,
State of Louisiana, and all citations other
legal process shall be served upon the Pres
dent of this corporation, or, in the event OF
his absence or 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. else
where, to any other point in the United
States of America, or 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 of
Ten Thousand Dollars (Sl0.0OOO0, 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 (S50OOOOO). 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
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, OF
at least terms not more favorable to the pur-
chaser than those submitted to the stockhod- |
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 a letter addressed to the President /
of the Board Of Directors, in the aforesaid |
of proposed sale of stock, of the fact |
of such pledge, together with the name and
such notification with copy of the act, or
instrument, of pledge; and before, upon, |
the default of the pledger to meet the obli- /
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 pledges |
or any subsequent pledges in all particulars.
Where the stockholders of the corporation
accorded either the right of purchasing
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 ratably |
among the remaining stockholders, should |
any particular stakeholder not elect to
ercise his right, and on, until the right |
shall remain in stakeholder, if all other
stockholders should decide not to exercise the |
right.
The corporation shall make no transfer of
stock where the provisions of the foregoing |
paragraphs have not been fully complied
with, and the corporation shall also be EMIT
led to demand, and shall so demand, of |
both the seller and the purchaser of stock
such stock upon the books of the corporation,
an affidavit as to the amount truly paid |
for the stock and facts showing the entire
bona fides of the transaction.
The shares of stock of this corporation shall
be transferable only upon the books of the
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 corporation
on the stock of any shareholder for any in
debtedness, 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 in contra
vention of these conditions.
ARTICLE V.-The corporate powers of this
corporation shall be vested in, and exercised
by, Board of Directors, consisting Of four
stockholders, and three members of the Board
shall constitute a quorum for the transaction
OF business. The first Board of Directors
shall be composed of Alfred Henry Clement.
Arthur Methe, James Robert Goodson, and
George Mather Conrad, whose post-office ad- ;
dresses are those set opposite their respec-
tive names in their subscriptions to the capi- ,
tai stock of this corporation; Alfred Henry
Clement shall be President of the CORPORA |
non rthur Methe, the Vice-President and {
M conrad and 1. r. Goodson, the Secre-
ana treasurer, respectively, all of whom l
y serve until the first annual election of I
heers as hereinafter set forth, or until
ssneir successors are elected and qualified {
The first annual meeting for the election
OF ofticers of the corporation, who shall be
president, vice-president, and secretary
ana treasurer which last office NAV be com. | q
oined IN one person, shall be held on tbp !
Ilrst tuesday in July, 1920 and on the first
tuesday IN July, of each wear thereafter | y
unless such day should be holiday. or half :
holiday, when the meeting shall be held on :