The herald., 1919-07-31
CHARTER.

| shares of stock to be thus disposed of by
sale, death, resignation or otherwise of any
of the stockholders, and shall have period
of ten days in which to accept or decline
| said offer.
| Should the Board of Directors or the stock
holders decline to purchase said stock, then
| the stockholder stockholders who made
| the offer to sell or otherwise dispose of the
| stock may do so in any manner and at any
| price he they may see fit, but each share
| of stock is issued herein upon the condition
and understanding that no stakeholder shall
make sale or transfer of his stock in viola
ton thereof, and such sale transfer ii
made shall be void, and this Company shall
be under no obligation to list said stockton
| its books or to regard the holder of the GER
tficates thereof.
ARTICLE VII.-The corporate powers of
this corporation shall be vested in and ex-
ercised by a Board of Directors composed of
three stockholders, two of whom shall consti-
tute quorum for the transaction of business,
but said Board of Directors may be in
| creased to five by a majority vote of the
| outstanding stock at any annual meeting
or at any special meeting of the stockhold-
ers called for such purpose, and without the
necessity of any further amendment al
teration of this charter. The Directors of
this corporation may vote in person or by
proxy at any meeting of the Board of Di-
rectors, and the Board of Directors may dele
gate any of its powers to any officer or
officers or other representative of the Com
pany by appropriate resolution to that eff
feet. The first Board. of Directors of this
corporation shall be composed of the fol-
lowing: Louis Wieland, William ]. Brys-
son, Herman L. Barnett, who shall serve
until the Second Tuesday in October, 1912 or
until their successors are elected and quail
fled.
The Directors shall be elected annually by
the stockholders at a meeting held on the
second Tuesday of October, in each year after
date hereof. Notice of said meetings shall
be given fifteen days prior to the date OF
the meeting, in writing, sent to each stock
holder at his last known place of residence,
or by publication in a daily newspaper at
New Orleans, at least once, ten days before
said meeting. The Board of Directors may
change the date of said annual meeting to
any other date in October, by written no.
tice to that effect sent at least IS days be-
fore the date to which the said annual meet
ing has been changed, directed to each of the
stockholders at his last known place of resi-
dence or by publication as aforesaid Each
stakeholder shall at such annual meeting, or
other meetings, general or special, be en-
titled in person or by proxy to one vote
for every share of stock owned.
The election shall be held under such
rules and regulations as may be from time
to time determined by the Board of Direc-
tors. The Directors when elected shall hold
office for one year until their successors
shall have been elected and qualified, and
failure to hold the annual meeting of stock
holders or to elect annually the Directors
shall not operate the forfeiture of this char
ter any rights Hereunder. The first Of
ficers of this corporation, who shall hold
office until the second Tuesday in October,
1919, or until their successors elected and
qualified. William J; BryssOn, President;
Herman L. Barnett, Vice-President; Louis
Nieland, Secretary and Treasurer.
Any vacancy occurring in the Board of Di-
rectOrs may be filled by the Directors for
the unexpired term. The first Board OF
Directors shall hold office until the second
Tuesday in October, 1919 or until their sue.
rotary of the corporation need not be stock
holder.
ARTICLE VIII-This charter or act of
incorporation may be changed, modified, al
tered or amended by and with the consent
of two thirds of all the stock at any meet
ing, general special held for that purpose
and such amendments may be material or
mmaterial, subject only to Limitation as may
be by law provided, and this corporation shall
have the right and power to increase or de-
crease its capital stock as hereinbefore set
out, and any increase of the capital stock
exceeding the amount herein named as the
amount to which the capital stock may be
increased may be made by three -fourths vote
Of all outstanding stock.
ARTICLE IX-Notce of any and all meet
ings referred TO in this charter or required
by law shall be given in the manner pro-
vided in giving notices in case of election
unless the same shall have been waived. In
the case of dissolution, liquidation or termi-
nation of this charter by limitation or other
wise, the affairs of this corporation shall be
liquidated by one more lquidators elected
by the stockholders, who may provide the
number of said liquidators and vest them
with such power and authority as may be
by law permitted; fix the terms and condi-
compensation, and provide that in case of the
death or disability of any one of the said
lIquidators, the remaining liquidators may
fill the vacancy or continue to act on behalf
of the corporation.
ARTICLE X.-No stakeholder of this cor.
poration shall be liable or responsible for
any acts, contract, debt, or default of tins
company or of any of its officers, nor shall
any informality in organization have the eff
feet of rendering this charter null and void,
or OF exposing the stockholders to any liza.
bility beyond the unpaid balance due on The
stock held by them.
ARTICLE M.-The subscribers hereto have
written opposite their names the number of
shares subscribed for by each of them and
their post office addresses, so that this char
ter may serve as the subscription list.
Thus done and signed at the City of New
Orleans, Louisiana, this 30th day of June,
1919. in the presence of Paul E. Chaser, and
Walter Reyertiga, competent witnesses re-
siding at New Orleans, State of Louisiana,
who have signed these presents, together
with the said appearers and me, Notary,
after due reading of the whole.
Witnesses: Paul E. Chaser, Walter Re-
vertigo.
Original Signed Names of subscribers
omitted.
(SeaD
WILLIAM ]. GUSTE,
Notary Public.
i, the undersigned, Recorder of Mortgages,
in and fer the Parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing Act of Incorporation of the
New Orleans Towing & Lighterage Company,
Inc, was this day duly recorded in my
office in Book 1928, Folio 682
New Orleans. Louisiana. July I'd, 1919
(Signed EMILE ]. LEONARD, by. R.
hereby certify that the above and fore
going and attached is true and correct copy
of the original Act of Incorporation of the
New Orleans Towing & Lighterage Company,
Inc, passed before me the 3Oth day of June,
1919
In Witness Whereof, have hereunto set
my hand and seal this 30th day of June, 1919,
at New Orleans, Louisiana.
WILLIAM ]. GUSTE,
Notary Public.
July H-Aug. q.
CHARTER OF SOUTHERN SELLING SYN.
DICATE, INC.