The undersigned, acting pursuant to the provisions of the Nonprofit Corporation Law of Louisiana, adopt the following Articles of Incorporation:
The name of the corporation is The Mariners Club of the Port of New Orleans (hereinafter sometimes referred to as the Corporation.
The purpose of the Corporation is to merge the unincorporated Gulf Steamship Claims Association and the Mariners Club of New Orleans in order that the Corporation may engage in any lawful activity for which corporations may be formed under the Nonprofit Corporation Law of Louisiana, said activities to specially include, without limiting the generality of the foregoing, accomplishment of the following aims, goals, and objectives:
The corporation shall have perpetual existence.
The corporation shall be a nonprofit corporation.
The registered office of the corporation shall be Post Office Box 740954, New Orleans, Louisiana 70174.
The registered agents for service of process upon the Corporation are:
The incorporators of the Corporation are:
The initial directors and their terms of office are:
The number of directors of the Corporation shall be nine (9), one-third (1/3) of whom shall be elected in December of each year for three (3) year terms. The Board of Directors shall elect a Chairman of the Board of Directors, who shall also serve as President of the Corporation for a term of one (1) year.
The Board of Directors shall be the governing body of the Corporation. The decisions of the Board of Directors shall be final, subject only to reversal by the general membership upon appeal properly taken. Appeal to the general membership may be taken from any decision of the Board of Directors, and upon such appeal, the decision appealed shall be reversed only by a two-thirds (2/3) vote of members present and voting at a Regular Meeting of the Corporation at which a quorum is present as provided in the Bylaws or Bylaws as amended of the Corporation and notice of such appeal having been given by the Secretary to the general membership by mail at least five (5) days in advance of such meeting.
The Corporation is organized on a wholly nonstock basis.
Membership in the Corporation shall be open to persons employed in a practice or profession directly connected with any or all of the maritime and marine management, insurance, risk management and claims industries and devoting a substantial percent of their business activity to one or more of the following:
Applicants for membership shall enjoy personal and professional reputations such that they will be a credit to both the Corporation and to the industries the Corporation is dedicated to serve, and shall be admitted to membership upon majority vote of the Board of Directors (amended 4/23/80).
Annual dues and assessments may be established, changed and/or modified by the Board of Directors. Annual dues shall be payable on February 15 of each calendar year.
Any member who is delinquent in the payment of dues beyond April 1st of each calendar year shall, until payment is made, be suspended from his right to hold office, attend meetings and/or vote. Any member delinquent in payment of dues beyond June 1 of each calendar year shall automatically be dropped from membership and shall be so advised by the Treasurer. The Bylaws may provide other grounds for suspension or expulsion from membership.
All members in good standing are qualified to vote and serve as officers and directors.
The officers of the Corporation shall consist of a President, one or more Vice Presidents, Secretary and Treasurer, each of whom shall serve a term of one (1) year, said officers to be elected by the board of Directors.
The elected officers of the Corporation shall comprise the Executive Committee.
Other committees may from time to time be established, modified and terminated by the Board of Directors.
The membership of the Corporation shall meet monthly unless otherwise decided by the Board of Directors. Special meetings of the membership may be called as necessary by the Executive Committee.
The fiscal year of the Corporation shall be the calendar year.
These Articles of Incorporation may be supplemented, amended and/or modified at any regular or special meeting of the membership by a simple majority of members present at each meeting, provided notice of such proposes supplement, amendment or modification shall have been mailed to each member at his last known address, at least ten (10) days prior to the date of such meeting.
New Orleans, Louisiana, this _____ day of _____________, 2008.
Winston Edward Rice
George J. Kustin
F.A. Courtnay, Jr.
Robert L. Stickney
Duane J. Dubret
Harvey G. Gleason
Robert L. McKee
Henry N. Feste