The herald., 1922-08-03
CHARTER.

ship building. stevedore. dock
age, warehouse and commission business
to purchase, use, develop, improve ana
dispose of real and personal properly, IN
GLIDING stocks, bonds and Obligations Oh
other individuals, firms or corporations
to exchange its entire capital stock, or
any part thereof, for property which 1t Is
authorized to acquire; to exchange us
entire assets and business, or any part
thereof. for property, stocks, bonds, or
other obligations OF other companies.
firms or individuals, and generally TO 30
all acts and things necessary, convenient
or appropriate to the Accomplishment Oh
any of said purposes or germane thereto.
ARTICLE IV-The presently authorized
capital stock of this corporation Is here
by fixed at the sum of five Thousand 49,
OO0OO) dollars, divided into and repre-
scented by fifty 500 shares of the par
value of one hundred ($lOO.OO) dollars per
share. The amount of said stock may be
increased to one million SlOOO,OVO.OO)
dollars.
ARTICLE y-All the powers Of this
corporation shall be vested in a board
composed of not less than three nor more
than seven directors. The precise number
OF directors within said limits shall be
fixed by the stockholders at the annual
meeting called for that purpose, provided
that in the interval between stockholders
meetings the board itself may elect adj
ditiOnal directors within the maximum
limit above provided. IL the stockholders
snail not nave erected tne Sdllt' ~ ma
jority of the board shall constitute a
quorum. Said board Of directors shall
be elected annually at the stockholders
meeting to be held annually at the Office
Of the corporation on the third Tuesday
in June of each year Tor on the next legal
day if that be a holiday after notice
given to each stakeholder by mail at
least fifteen days before the date of the
meeting, addressed to the last designated
address of the stakeholder. or if he has
designated no address. to the General De-
livery at New Orleans. Special meetings
Of the stockholders may be called by the
board at any time and notice thereof shall
be given in the manner provided for an
nual meetings; provided that in all cases
all notice may be waived by unanimous
consent. Each shareholder shall be en-
titled to one vote for each share OF stock
standing in his name on the books OF the
corporation, said vote to be cast in per-
son or by proxy and a majority of the
votes cast shall elect. Failure to elect d.
rectors on the day above specified shall
not dissolve the corporation but the d.
rectOrs then in office shall remain in office
until their successors are elected. The
board of directors shall have power to
fill all vacancies which may occur or In
any manner arise or be created on the
board, even though no quorum remain at
the time such vacancies are to be filled
The board shall elect from their number
a president and one or more ce-presi-
dents The board shall also elect sec
rotary and treasurer, who may be the
same individual and need not be MEM
bers of the board or stockholders; and
the board is expressly authorized from
time to time to dispense with any OF said
officers and /or combine and /or separate
any of them, and /or elect any other such
officers as the board may think proper or
convenient to the carrying on OF the com
pany's business, and to poryide that said
officers need not be members of the board
of stockholders; and the board shall nix
the salaries Of the officers, agents and
employees. At any meeting OF the board
of directors, any director absent from the
meeting may be represented by any other
director who may east the vote of the alb
sent director according to the written in
structiOns, either general or special, or
said absent director. The board OF direc-
tors shall have authority to make and es-
tablish, as well as alter and amend. all
bylaws, rules and regulations necessary
and proper for the support and manage
ment of the business and affairs OF this
corporation and not inconsistent with
this charter; and they shall have power
to authorize the borrowing Of money and
the issuance of notes and the execution
of pledges and mortgages, and generally
to do all things necessary or convenient
for the proper carrying on Of the bust
ness of the corporation.
Until a general meeting Of the stock
holders for election OF directors to be held
in 1923, or until their duly qualified sue
cessors are elected and installed, the
board of directors shall be composed OF
the following: VIM. Pierce O'Neal, care Ma
rine Bank & Trust Co.. Gravier and Ca
rondeet Streets, New Orleans. La; Ed
mund Z. Leovy, care Whitney Central Ma
tional Bank, Gravier and st. Charles
Streets. New Orleans. La; Clinton +.
Niebergall, care Canal-COmmercial Trust
and Savings Bank, Common and Caron-
delet Streets. New Orleans. La. OF the
foregoing directors VIM. Pierce 0'Neal
shall be president; Edmund +. Leovy,
shall be vice-president, and Clinton +.
Niebergall shall be secretary treasurer.
ARTICLE VI-This act of incorporation
may be changed, modified or amended, or
the corporation dissolved by vote Of
two-thirds Of the entire capital stock
present or represented at a general meet
ing of the stockholders convened for such
purpose, after previous notice shall have
been given in the manner above required
to be given Of the annual meeting Of the
ARTICLE Wifi this corporation shall
be dissolved, either by limitation or from
any other cause, it's affairs shall be liqui-
dated by three commissioners to be ap-
pointed at the meeting Of stockholders
convened for the purpose of liquidation,
and to be elected by the vote Of all the
stockholders voting upon parity. Said
liquidators shall remain in office until the
affairs of the corporation shall have been
fully settled and liquidated, and they shall
have full power and authority to transfer
and give title to all the property and as
sets of the corporation and to distribute
the proceeds. In case Of death. disability
or resignation of one liquidator, the va
| cancy shall be filled by the survivor.
ARTICLE VIII-No stakeholder shall
ever be held liable or responsible for the
contracts or faults Of said corporation in
| any further sum than the unpaid balance
due on the shares of stock owned by him
nor shall any mere informality in organi-
cation have the effect Of rendering this
charter null or of exposing any stock
holder to any liability beyond the unpaid
balance due on his stock.
In order that this charter may serve
| as the original subscription list, the sub
| scribers hereto have indicated opposite
| their respective signatures the number
Of shares of stock subscribed for by each
of them.
Thus done and passed at my office In
the City of New Orleans, on the day, month
and year first hereinabove written in the
presence Of George Perez and N. wilkins
| competent witnesses, who have signed here
| to together with said appearers and me
| notary, after due reading of the whole.
Witnesses: George Perez, N. wilkins.
Names Of subscribers omitted.)
(SeaD: WATTS K. LEVERICH.
| Notary Public
A true copy:
| (SeaD: WATTS K. LEVERICH,
| Notary Puhli(