CHARTER
of
WORLD TRADE CLUB OF GREATER NEW ORLEANS
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF ORLEANS
BE IT KNOWN, that on this 16th of the
month of October, in the year of our Lord One Thousand
Nine Hundred and Forty Three, and of the independence
of the United States of America, the One Hundred and Sixty-eighth:
Before me, WARREN V. MILLER, a Notary Public, duly commissioned
and qualified, in and for the Parish of Orleans, State
of Louisiana, therein residing and in the presence of
the competent witnesses hereinafter named and undersigned
personally came and appeared:
A.M.
COWEN, 3100 Gr. Rte. St. John, New Orleans, LA
F.J. DWYER, 4923 S. Rocheblave St., New Orleans, LA
MIGUEL GOMEZ, 2011 Peniston St., New Orleans, LA
W.O. WESTFELDT, 528 Gravier St., New Orleans, LA
JOHN T. DALY, 1517 Dufossat St., New Orleans, LA
NORVIN P. OLIVER, 5419 Prytania St., New Orleans, LA
all of legal age and residents of the
City of New Orleans, who declared unto me, Notary, that
availing themselves and those they represent, of the provisions
of the Statutes of the State of Louisiana for the organization
of Non-Trading Corporations, and particularly of Act 254
of the General Assembly for the year 1914, and all acts
amendatory thereof, contracted and covenanted, and do
by these present, agree, contract and covenant and bind
themselves, as well as such other persons who may hereafter
become associated with them, to form and constitute themselves
into a corporation or body politic in law, for the objects
and purposes as hereinafter set out, to wit:
ARTICLE 1
The name, style and title of this organization shall be
“WORLD TRADE CLUB OF GREATER NEW ORLEANS” and under said
corporate name it shall have power and authority to enjoy
succession, continuance, and corporate existence for and
during the full term and period of ninety-nine (99) years
from and after the date hereof. The domicile of said Corporation
shall be in the Greater New Orleans Area, State of Louisiana,
and all citations or other legal process shall be served
upon the President or in the absence of said officer,
upon the 1st Vice-President, or in the absence of that
officer the 2nd Vice-President, or in the absence of all
three of them upon the Secretary.
ARTICLE II
The object and purposes of this corporation shall be the
maintenance of a non-profit organization for the purpose
of promoting foreign trade, disseminating to its members
knowledge and information accumulated through the experience
of its members and itself; to promote and encourage trade
and good fellowship with Latin American countries, citizens
and business people, as well as the rest of the world;
to cooperate with all trade associations and organizations
having a common interest; to encourage ethical business
practices, and, in general, to inculcate a closer relationship
between those people, engaged in foreign trade, and to
develop a spirit of mutual respect, esteem, cooperation
and good will among all those engaged in foreign trade
and those with whom they deal.
ARTICLE III
This corporation shall have the power and authority to
make, have and use a common seal, with such device and
inscription as it shall deem proper, and the same to alter
and amend at pleasure; to contract, to sue and be sued;
and, for the purpose of the Club to take, hold, receive,
lease, purchase, improve, sell, assign, convey mortgage
and pledge property both real and personal, and all manner
of land, tenements, rents and hereditaments, and any sum
of money and all and any manner and portion of goods and
chattels, given and bequeathed unto them, or acquired
by them in any manner, respectively, to be employed and
disposed of according to the objects, articles and bylaws,
or of the will and intention of the donors; to make, establish
and adopt such bylaws, rules and regulations necessary
for the management of its affairs; and to do everything
needful for its good government and support.
ARTICLE IV
This corporation shall have no capital stock, but shall
exist on a system of membership, with dues to be provided
in the bylaws which may be adopted by the organization,
and as shall be therein stated, as the organization shall
determine.
There shall be four (4) classes of Membership:
Active, Honorary Life, Retired, and Corporate members.
1) All Active, Honorary Life, Retired,
Members shall have equal voting privileges on all matters.
All officers and directors must meet business and residence
requirements as described in section (a) below; and changes
in the Charter and by-Laws shall be voted upon only by
members as designated in section (a):
(a)
All Active Members shall be individuals actively engaged
in foreign trade (that is buying or selling goods in
foreign countries either exclusively or maintaining
Export and/or Import departments for that purpose);
and/or persons actively engaged in foreign freight forwarding
and/or customs brokerage; and/or those engaged in financing,
transportation services and facilities, port authorities,
legal, insurance, and/or individuals whose activities
are auxiliary to foreign trade in an executive or semi-executive
capacity; and/or duly registered full time students
of foreign and domestic commerce, trade and transportation,
international business or economics, international or
maritime law, and allied courses, in U.S. colleges,
universities or academies. All those members shall be
in business or school in and/or residents of the metropolitan
area of the City of New Orleans, State of Louisiana.
2) Honorary Life Members shall be persons
who have distinguished themselves by outstanding contributions
to the development of foreign trade and closer relations
between the peoples of this country and foreign nations.
Such membership shall carry full membership privileges,
and shall be conferred by the Club only in cases of unusual
merit and achievement on the part of the recipient. Honorary
Life Membership shall be conferred by an Act of the Board
of Directors; the Directors may, by majority vote, elect
one (1) Honorary Life member each year. Honorary memberships
are for life and shall exempt the recipient from any further
payment of dues.
3) Corporate Members shall be corporations,
partnerships, or Limited Liability Companies engaged in
business activities as described in Article IV, paragraph
1)(a). A Corporate Member shall have the right to appoint
full-time employees of the company to represent it at
events of the World Trade Club, and such employees shall
be considered Active Members with equal voting privileges,
but shall not pay individual dues. Corporate memberships
shall be available at Silver, Gold and Platinum levels.
Dues for Corporate Members, and the number of employees
who can be appointed by Corporate Members to act as Active
Members of the Club, shall be determined by the Board
of Directors.
4) Retired Members shall be persons who
have been members in good standing for a minimum of five
(5) years, prior to retirement and their dues shall be
as provided in the Bylaws. The Board shall have the privilege
of electing such persons as Retired Members. Retired Members
shall be designated “R” and shall not be eligible to hold
office.
ARTICLE V
The executive power of the Club shall be vested to a Board
of Directors of sixteen (15) members in good standing
for at least two (2) full years, consisting of the following:
The President, the 1st and 2nd Vice-Presidents,
the Secretary/Treasurer, and the immediate past president;
the balance of the board shall be made up of ten (10)
directors, one of whom shall be the Chairman of the Past
Presidents’ Council. The President, Vice-President, Secretary/Treasurer
and immediate past president shall serve for a two year
term. All officers and directors must meet the requirements
described in Article IV, Section 1 (a) above, and the
President must have served as a Director for at least
one (1) full year and also must have served in one of
the officer positions for one (1) full year; also the
1st and 2nd Vice-Presidents must have served on the board
for at least two (2) full years. No officer may succeed
themself in the same office. All directors shall be elected
for terms of two (2) years. The Chairman of the Past Presidents’
Council shall serve for two (2) full fiscal years and
shall not succeed himself.
Election of officers and directors shall
be by secret ballot at the regular meeting in June of
each year, as shall be provided for in the Bylaws, except
that absentee ballots may be cast and must be signed by
the member. This Article takes precedence over original
Article IX.
In case of vacancies the President shall
appoint successors, subject to ratification by the Board
of Directors, and such appointments shall fill the unexpired
term of the vacancy.
ARTICLE VI
This Charter may be amended by a vote of sixty (60) percent
of members present at any meeting held for that purpose.
The method of holding the meeting shall be provided for
in the Bylaws.
ARTICLE VII
This corporation cannot be dissolved nor this Article
VII altered, amended or repealed except by nine-tenths
(9/10) vote of the membership called for that purpose
and so specified in the notice, which shall be given all
Active Members in writing thirty (30) days prior to the
date of such meeting.
In the event of dissolutions, the members
shall elect three (3) Liquidators, from among the Active
Members as described in Article IV (a), who shall have
all the authority which is then granted by law to Liquidators,
and full power to terminate and wind up the affairs of
the corporation.
ARTICLE VIII
No member of this corporation shall be liable or responsible
for any amount beyond the dues which are due the corporation.
ARTICLE IX
No member shall be permitted to vote unless in good standing
and no proxy votes shall be allowed. Absentee ballots
may be cast but must be signed by the Member.
ARTICLE X
Members may be expelled for unbecoming conduct, provided
complaints are made in writing to the President of the
Board of Directors and investigated by a Committee of
three (3) who shall be appointed by the Board and to whom
the Committee shall report their findings. The Board of
Directors at any regular meeting may by a majority vote,
uphold or reject the Committee’s report. If the decision
is against the member, he may, within thirty (30) days,
appeal to the general membership at any regular meeting
for final action and a majority vote shall prevail.
Members may also be dropped from membership
for reason of non-payment of dues, in such manner as provided
for in the Bylaws.
ARTICLE
XI
The following persons shall be considered as Charter Members
of this organization:
| Alfred
M. Cowen |
Benito
Lloveras |
| Wallace
Westfeldt |
Carlos
Arrigunaga |
| George
F. Calleja |
John
Daly |
| Fernando
Patron, Jr. |
Norvin
P. Oliver |
| J.
Fernandes, Jr. |
Robert
W. Nelson |
| Alonzo
Ensenat |
Antonio
Ortega |
| Miguel
Gomez, Sr. |
Paul
Lucker |
| F.J.
Dwyer |
Robert
Burvant |
| Manuel
Castro |
E.G.
Jané |
| Louis
Schulingkamp |
Norman
Renshaw |
ARTICLE XII
All Articles of the original Charter, and as amended in
conflict with Articles IV, V, or VI as amended are hereby
amended to comply with Articles IV, V, and VI as now amended
in all respects.
THUS DONE, PASSED AND SIGNED in the City of New Orleans,
Louisiana, on the day, month and year first hereinabove
written, in the presence of John H. Hammel, Jr. and Gladys
Jené competent witnesses, who have hereunto signed
their names, together with said appearers and me, Notary,
after due reading of the whole.
WITNESSES:
John H. Hammel,
Jr.
Gladys Jené
A.M. Cowen, 3100 Gr. Rte. St. John, New Orleans, LA
F.J. Dwyer, 4923 S. Rocheblave Street
Miguel Gomez, 2011 Peniston Street
W.O. Westfeldt, 528 Gravier Street
John T. Daly, 1517 Dufossat Street
N.P. Oliver, 5419 Prytania Street
Warren V. Miller, Notary Public
Recorder MOB 1666, Folio 2
New Orleans, 10/18/43
This Charter revised on July 29, 1946
This Charter revised on December 2, 1959
This Charter revised on March 11, 1965
This Charter revised on June 15, 1970
This Charter revised on June 18, 1975
This Charter revised on June 18, 1980
This Charter revised on June 16, 1982
This Charter revised on June 17, 1992
This Charter revised on June 16, 1999
This Charter revised on June 21, 2000
This Charter revised on September 20, 2006
|
