The herald., 1919-07-17
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
ITnjted States of America, the One Hundred
and Fortieth; Before me, W. Morgan Huriey'
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 tor
the objects and purposes, and under the
terms and conditions, hereinafter set torth.
ARTICLE 1.-The name and style of this
corporation shall be Alfred II. Clement q
Company, Inc, and under this name, 1t snail
have all the power and authority conferred
upon corporations by the laws OF me 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 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 or mixed; 10 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 o0li-
cations, and negotiable instruments, ana
commercial paper generally; 10 appoint suCh
officers, agents, managers, and employees
generally as the business and interests OF
the corporation may require; TO change, rodi-
fy or amend this charter, and TO establish,
alter and amend all rules, regulations, and
bylaws 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 or other
legal process shall be served upon the Presi.
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 or water, by both, from any point
in the United States of America, or else,
where, TO any other point in the United
States of America, or elsewhere, or from any
point outside the United States of America
10 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 (Sl0OO!00), divided
into one hundred shares, of the par value OF
One Hundred Dollars (SlOOOO each. The
capital stock of this corporation may be IN
creased to the sum of Fifty Thousand Dol
lars ($50OOO0O). No stakeholder 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 sand
stock and the proposed term of sale. Alter
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, or 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 a letter addressed to the President
of the Board of Directors, 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 copy or the act, or
instrument of pledge; and before, or 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
any subsequent pledges in all particulars.
Where the stockholders of the corporation
are accorded either the right of purchasing
a shareholders stock or of taking up his
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 ex-
ercise his right, and so on, until the right
shall remain in one 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
in all cases, before making transfer of
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
corporation, and no transfer of any stock
shall be binding, 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 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 CAPT
tai stock of this corporation; Alfred Henry
Clement shall be President of the corpora
ton; rthur Methe, the Vice-President, and
y. M. Conrad and T. r. Goodson, the Secre-
tary and Treasurer, respectively. all of whom
shall serve until the first annual election of
officers, as hereinafter set forth, or until
their successors are elected and qualified.
The first annual meeting for the election
OF officers of the corporation, who shall be
president. vice-president, and secretary
and treasurer, which last office may be COM
oined IN one person, shall be held on the
f,rst Tuesday in July. 1920, and on the first
tuesday in July, of each year thereafter
unless such day should be a holiday. or balf
oliday, when the meeting shall be held nm
he next succeeding day, not a holiday or
nam- holiday. All such elections shall De by