Articles of Incorporation of the

Mariners Club of the Port of New Orleans

(A Nonprofit Corporation)

The undersigned, acting pursuant to the provisions of the Nonprofit Corporation Law of Louisiana, adopt the following Articles of Incorporation:

Article I: Name

The name of the corporation is The Mariners Club of the Port of New Orleans (hereinafter sometimes referred to as the Corporation.

Article II: Purpose

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:

1. To provide the members thereof with a fraternal organization complementary to the maritime and marine insurance, claims, and risk management industries;
2. To encourage cooperation and communication by, between and among the members thereof;
3. To assist and cooperate with similar organizations; and
4. To work for the betterment of the maritime and marine insurance, claims, and risk management industries by, among other things, sponsoring from time to time seminars, meetings, lectures, conferences and discussions.

Article III: Duration

The corporation shall have perpetual existence.

Article IV: Nonprofit

The corporation shall be a nonprofit corporation.

Article V: Registered Office

The registered office of the corporation shall be Post Office Box 740954, New Orleans, Louisiana 70174.

 

Article VI: Agents for Service of Process

The registered agents for service of process upon the Corporation are:

Article VII: Incorporators

The incorporators of the Corporation are:

• Winston Edward Rice
• Robert L. Stickney
• George J. Kustin
• F.A. Courtnay, Jr.
• Henry N. Feste
• Harvey G. Gleason
• Duane J. Dubret
• Robert L. McKee

Article VIII: Directors

The initial directors and their terms of office are:

• Terms expiring December 31, 1979:
  Winston Edward Rice
  Henry N. Feste
  Ralph Vaccaro, Jr.
• Terms expiring December 31, 1980:
  Rene S. Paysse
  Robert L. McKee
  William A. Ransom, III
• Terms expiring December 31, 1981:
  F.A. Courtenay, Jr.
  William V. Trufant, Jr.
  James A. Niemeyer

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.

Article IX: Nonstock Organization

The Corporation is organized on a wholly nonstock basis.

Article X: Membership

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:

• Maritime or Marine Claims;
• Maritime or Marine Insurance Sales;
• Maritime or Marine Insurance Brokerage;
• Maritime or Marine Insurance Underwriting;
• Maritime or Marine Surveying;
• Maritime or Marine Risk Management; and
• Admiralty and Maritime Law in representation of Vessel interest, Marine and Maritime employers, and/or Marine, Maritime and/or Cargo Insurers.

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).

Article XI: Annual Dues and Assessments

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.

Article XII: Suspension, Resignation or Expulsion

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.

Article XIII: Rights and Privileges

All members in good standing are qualified to vote and serve as officers and directors.

Article XIV: Officers and Committees

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.

Article XV: Meetings

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.

Article XVI: Fiscal year

The fiscal year of the Corporation shall be the calendar year.

Article XVII: Amendments

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.

Signed By:

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