The herald., 1919-08-07
CHARTER.
offices may be found necessary and de.
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Section 3. To apply for, purchase or other
wise acquire and use, operate, sell, assign,
| transfer and otherwise dispose of, processes,
| formulas, patents, licenses and other rights
in any and all inventions or improvements,
whether secured or not, under letters pat
ent, domesic or foreign.
Section 4. To carry on all allied and as
| sociated lines of business which may be d.
rectly connected with or may further and
| assist the conduct of its main business as
| above specified
| Section 5. To construct, purchase, lease, or
otherwise acquire and own, maintain and
operate, steamboats,, sailing vessels, barges
| and other water craft, piers, docks wharves
| and such lines of tramway or railway as
may be convenient, necessary or incidental
| to any business or enterprise OF the cor
poration, with all necessary sidetracks, loco
motives, cars, depots, round houses and other
| equipment necessary to the operation of said
| vessels, piers, docks, wharves, tramways or
| railways and the traffic thereon; provided
| that this corporation shall not, without an
amendment Of the charter be common car
! rier have the right to exercise the power
! of eminent domain.
| Section g. To enter into make, perform and
carry out contracts of every kind not con-
| trary to law, with any person, firm, asso-
| citation or corporation, and to carry any
other business which under the law II may
be entitled to carry on, which may seem to
the corporation to be calculated, directly or
indirectly, TO effect the aforesaid objects or
either Of them to facilitate it in the trans
action of its aforesaid business or businesses
or any part hereof, OF in the transaction of
| any other lawful business that may be cal
culated directly or indirectly, to enhance the
value of to render profitably, any of the
corporations property and rights and gen
orally to hold and exercise all such inciden-
tai powers and privileges as relate to the
objects and purposes herenabove set forth
or as may be necessary, useful or convent
ent for effecting said objects and purposes.
| ARTICLE IV.-The authorized capital
| stock of this corporation is hereby declared
to be the sum of Twenty Five Thousand
(S25,U0.OO) Dollars, which capital stock may
be increased in the manner provided by law
to the sum of One Hundred Thousand
| Thousand (SlO0,OO0O) Dollars. The present
ly authorized capital stock of this corporation
| shall be represented by two hundred and
fifty shares of the par value of One Hundred
(SlO0) Dollars each. The capital stock shall
| be represented by certificates and shall be
personal property. No transfer or sale of
said capital stock shall be binding upon this
corporation unless made in accordance with
its charter and by laws and recorded on
the books thereof.
ARTICLE V.-The capital stock of this cor
poration shall be fully paid and non-assess-
able when issued, and shall be issued only
for labor done or services rendered or for
property actually received for cash to
and after such notice as may be determined
by the Board of Directors.
| ARTICLE VI.-All the powers of this
| Corporation shall be vested and exercised by
"a Board of not more than seven and not
less than three directors, each of whom
| shall hold, in his own name, at least one
share of stock. Said Board of Directors
shall be elected annually on the Second
Monday in June of each year, the first cleo
ton to be held in the year 1920. All such
elections shall be by ballot, at the office of
the corporation, under the supervision of two
commissioners, to De appointed by the Board
of Directors and in the absence of any COM
missioner, the President shall have power to
fill the place by appointment, and of all
such elections, well of all meetings of
stockholders, except for the purpose of Ii
quotation or dissolution, or as otherwise re-
quired by law, ten days notice shall be
given by mailing to each stakeholder who
appears as such on the books of the corpora
ton, at his last designated address, at
the general delivery at New Orleans, if he
has not designated address, announce
ment stating the time and place of the meet
ing. Each shareholder shall be entitled to
one vote for each share of stock standing
in his name on the books of the company,
| to be cast IN person or by proxy, and ma
jority OF the votes cast shall elect. The
Board of Directors shall have power to fill
all vacancies that may occur in the Board.
Failure to elect directors day above
specified shall not dissolve the corporation,
but the Directors then in office shall remain
in office until their successors are elected
and qualified. Due notice of another cleo
ton shall forthwith be given, above pro-
vided. Such notice of election shall be con-
tinued to be given until an election is held.
The Board of Directors at their first meeting
following each annual election shall elect
from their number Prcsiscnr "a Vice-Presi-
dent and a Secretary Treasurer and such Of
ficers as the Board of Directors shall deem
necessary. The Board shall have power, in
its discretion, to unite two or more offices,
and the same to confer upon one person, and
shall have power to fix the salaries of all
officers and all such other officers and en-
ployees as they deem necessary. The Board
of Directors shall have power to make and
establish, as well alter and amend, all
bylaws, rules and regulations necessary and
proper for the support and management of the
business and affairs of said corporation. not
inconsistent with its charter. Said Board
shall also have full power and authority to
| borrow money, and through the President or
some other duly authorized agent or agents,
to execute mortgages, issue notes, bonds or
other obligations, in such amount and on such
| terms as in their judgment may be adyan-
tageous; and generally to do all things nee
| essary for the proper carrying on OF the
business of this corporation, as also to issue
| and deliver full paid shares of stock and
bonds obligations of this corporation, in
payment of money borrowed, or money, labor,
| or services and property or rights actually
| set forth; and shall have power to do all
4 such acts and things as may be necessary
to carry out the objects and purposes for
| which this corporation is organized.
majority of any of the Directors shall
| constitute a quorum for the transaction of
| any business At any meeting of the Board
| any Director absent from the meeting may be
| represented by any other director, who may
| cast the vote of said absent Directors, accord
/ ing to the written instructions of said absent
| Director. The Board of Directors shall have
the power, by vote of not less than ma
| jority thereof, TO sell, lease, mortgage, by
bond mortgage or otherwise, to pledge, any
| and all of the property movable or immov-
| able, belonging to the corporation, or to re-
| ceive in exchange therefor, money or stocks
or bonds or other obligations of another
corporation, without referring to the share
holders for the power to do so; and they
may also purchase for stock in this cor
poration or for cash on credit, property
| of any kind required for any of the pur-
poses of this corporation, without authority
| of the shareholders.
Until the next general meeting to be held
under this Charter on the second Monday IN
June, 1920, or until their duly qualified sue
| cessors are elected and installed the Board
| Of Directors shall be composed of George X.
| Force, Alexandra, louisiana, Isaac w. Irox-
| ell Baton Rouge, Louisiana, and Ernest +.
| Sykes of New Orleans, Louisiana, with
| George X Force, as President, Ernest E.
Sykes as Vice-Presdent and Isaac w. Trox-
| eli as Secretary Treasurer.
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