The herald., 1921-10-27
JNO. CASEY,
Notary Public

United States of America. State of LOUIS
lana, Parish of Orleans, City of New OF
leans, Be il known, that on TINS hrsI Jay
of the month of October, in the year on
our Lord. one thousand, nine hundred anu
tWenty-One before me, Henry L. Dart, Jr',
a notary hubble duly commissioned ana
qualified in and for the Parish ana STATE
aforesaid, and in the presence or the VII
neSses hereinafter named and underslSheu'
personally came and appeared, the persons
whose names are hereuntO subscribed WHO
declared that they are all of age and resi-
dents of the City of New Orleans, state
of Louisiana. who declared that, aNallihS
themselves of the provisions of the laws
of this State relative to the organization
of corporations, they have formed ana or
ganized and do by these presents FORM
themselves into and constitute Il corpora
ton and body polite in law for the Cd
iacts and purposes hereinafter set forth
and expressed, which they hereby adopt
as their charter.
ARTICLE THE name and title of the
corporation hereby formed is declared 10
be w II. COwley Steamship Co, Inc, its
domicile shall be in the City of New Or
leans State of Louisiana, and II shan nave
and enjoy succession by its corporate name
for a period of ninety nine years from anu
after date hereof Citation and other legal
process shall be served upon the president
and in the event of his absence or inability
to act. from any cause. the same shall be
served upon the vice president, the man
ager. the secretary or the secretary treas
urer, should be latter offices be cOmDlneu
in one person.
ARTICLE 1.-THE objects and purposes
for which this corporation is organized
and the nature of the business to be car
ried on by it are hereby declared to be:
(First). To engage in and carry on
steamship business; to own, control ana
acquire by lease, charter, purchase, con-
struct or otherwise acquire steamboats,.
sailing vessels, tugs, barges, lighters, yes
sells and water craft of all kinds, or in
terests therein, and to operate same for the
TRANSPORTATION of goods and passengers;
lease. sell. convey, manage and operate
vessels of all kinds, and all machinery,
appliances and appurtenances, Incidental
ly necessary or convenient thereto, or In
any way connected Herewith; with also
power to do a towing business and also
to purchase. own. lease, construct, con
troll, and operate docks. warehouses,
wharveS, dry docks, and dock machinery,
appliances and appurtenances of all kinds
and with power also to do a general ship
building, stevedoring, dockage. warehouse,
ship agency, ship brokerage and commits
sion business, with power for any and all
of the above purposes, to borrow money,
and to issue from time to time, to any eX-
tent necessary and convenient in the opin-
ion of the board of directors of this cor
pOratiOn, negotiable notes, coupons. re
giStered or other bonds or obligations of
this corporation, and to secure the pay
ment of the principal and interest on the
same by mortgage or pledge of all or any
part of the property, rights. franchises,
and privileges of the corporation then
owned or which may be hereafter acquired
by the corporation, and also with full
power to do all things proper. necessary,
convenient or incidental to the powers
and purposes above expressed.
(Second.) To acquire by purchase. sub
scription or otherwise, and to hold. sell,
assign, transfer. exchange. mortgage.
pledge or otherwise dispose of any shares
of the capital stock, bonds, or other evil
dences of Indebtedness of any other cor
p0ratiOn or corporations. association or as
sOciatiOns, domestic or foreign, engaged in
any business in which this corporation
may be authorized to engage, or the
ownership of whose securities would be
advantageous or convenient in the protec-
ton or promotion of any of the purposes
or interests of this corporation, but only
to the extent authorized by the laws of the
State of Louisiana.
(Third.) To carry out all or any part
of the foregoing objects as principal.
manager, factor, agent, contractor or
otherwise, either alone or in conjunction
with any person, firm, association or cor
pOration, and in any part of the world;
and in carrying on its business and for
the purpose OF attaining or furthering any
of its objects, to make and perform such
contracts of any kind and description, to
do such acts and things, and to exercise
any and all powers as a natural person
would lawfully make. perform, do or
otherwise. provided the same be not in
consistent with the laws under which this
corporation is organized.
ARTICLE III-The capital stock of this
corporation is hereby fixed at the sum of
twenty-five thousand ISIS, OO0OO) dollars,
divided into two hundred and fifty shares
of the par value of one hundred dollars
(S100.O0) each, payable in cash and the
capital stock may be increased hereafter
to the sum of one million dollars. No sale
or transfer of this stock shall be recog-
nized by the corporation unless and until
said stock shall have been first offered in
writing to the corporation at its book
value, as shown by the last annual state
ment. for the use and benefit of other
stockholders, who are hereby granted the
absolute first right and privilege to pur-
chase same at the price stated and to ac-
cept (Which shall be in writing) and pay
therefor within thirty days after such
offer shall have been made. The right and
the rights conferred in this article of the
charter shall follow the stock into who
soeyer hands 1t may go. Failure of the
holder or possessor Of the certificate of
STOCK to produce or deliver same shall
authorize the corporation to receive in
trust the price thereof, to cancel such out
standing certificates on the books of the
corporation and issue new certificates
therefor: The stock so purchased shall
be divided among the remaining stock
holders in proportion to their several
holdings and upon payment of the price
thereof. Any such stock not desired by
any stockholder or stockholders shall be
divided pro rata among the balance of the
stockholders. This corporation shall be
the agent of the stockholders specially
empowered through its board of directors
TO enforce and carry out all of the forego-
ing provisions regarding stock in this cor
poratlon. The substance of these provi-
sions of the charter shall be stated briefly
ana succinctly upon the face of each GER
tincate OF stock and shall be conclusive
notice TO all persons dealing Herewith.
ARTICLE IV-All the corporate powers
shall be vested In and exercised by a board
OF directors made up of three stockholders,
TWO or whom shall constitute a quorum for
transactlng all business. Said board may
ADOPT bylaws, rules and regulations for
the government of the business and affairs
Oh the company, and may alter, amend and
chahge the same at pleasure. 1t may ap-
point, hire and discharge all officers,
agents and employees, fix all salaries, and
generally do and perform all things neces-
sary Tor the transaction of the business
and affairs of the corporation. ANY di-
rectors intending to be absent temporarily
may be represented by a written proxy
MED with the board and notified to the
president. Vacancies occurring in the
board shall be filled by it. The first
board OF directors shall be composed of
w. III. Cowley, New Orleans, La; f. b.
Thriffiley, New Orleans, La; and /. j.
Stakelum, New Orleans, La and they
snail hold office until the first Monday fol-