The herald. [volume] (New Orleans, La.) 1905-1953, 1911-09-14
CHARTER
OF THE COMMERCIAL, LAW AND AID
JUSTMENT AGENCY, INC.

JUS MINI auENI1y I'M.
UNITED STATES OF AMERICA, STATE
OF LOUISIANA, PARISH
OF ORLEANS.
BE 1T KNOWN, that on the twenty eighth
day of the month of July, in the year of
our Lord one thousand nine hundred and
eleven and of the Independence Of the
United States of America the one hundred
and thirty-sixth, before me, Sidney Francis
Gautier, notary public, duly commissioned
and qualified, in and for the Parish of Or
leans, State of Louisiana aforesaid, therein
residing, and in the presence of the wit
nesSes hereinafter named and undersigned,
personally came and appeared the several
persons whose names are hereunto subScrib-
ed, and who are all of full age of ma jorty
and residents of this city and the said ap-
bearers declared that, ayailing themselves
of the laws of this State relative TO the Or
ganiZatiOn Of commercial corporations they
do by these presents, contract, covenant,
agree and bind themselves, as well as such
ciated with them, 10 form and constitute
a corporation for the objects and purposes
and under the articles and stipulations fol
lowing, TO wit:
The name and title of this corporation
shall be the COMMERCIAL LAW AND ADJUST
MENT AGENCY, Incorporated. In its said
name and corporate capacity Ii shall have
and enjoy succession for the term Of ninety
nine years from the date hereof, and shall
have the power and authority to contract,
sue and be sued, to make and use a seal,
and the same to break and alter at pleasure
TO receive, purchase, hold, lease, sell, ex-
change, donate, mortgage, pledge property,
both real and personal; TO issue CONNER
cial reports and commercial ratings, TO issue
bonds, notes and other certificates or evil
dence of Indebtedness; to name and appoint
such managers, agents, directors and officers
as its business or interest and convenience
may require; and TO make and establish as
well as TO alter and amend, from time to
Such BYLAWS rlat
FOR the proper conduct, management and
regulation of the affairs of said corporation
as may be necessary and proper.
This corporation shall be domiciled In the
CITY OF New Orleans, and all citations or
other legal process shall be served upon
the president, or In his absence upon the
secretary, and in the absence of both. then
in the manner directed by law.
ARTICLE Ill.
The objects and purposes for which this
corporation is organized, and the nature OF
the business to be carried on by it is to
do a general collection business, to deal in
commercial paper, to issue commercial re-
ports and commercial ratings, for profit, TO
buy, sell and otherwise deal in all descrip-
ton of bonds, notes or any other certificates
or evidence of indebtedness, as well as to
Duy, sell, mortgage, pledge and otherwise
deal in both real and personal property.
ARTICLE Nv.
The total authorized capital stock Of this
corporation is Ten Thousand (s1O,OOO) Dol
lars, divided into Four Hundred Shares of
Twenty-h ve Dollars each. Subscription to
stock OF this corporation shall be paid in
cash, or Its equivalent in property, merchan-
disc, labor or value, at such times and in
such amounts and with such notices to the
subscribers as the directors of the corpora
ton shall deem for the best interest of all
parties concerned. No stock certificates
shall issue to any person until the payment
in full Of the shares subscribed
ARTICLE V.
All thespowers Of this corporation shall
be vested in and be exercised by a Board
OF Directors, to be composed of not more
than seven nor less than three stockholders,
who shall be elected by ballot, at a stock
holders meeting to be held for that purpose
on the First Tuesday of the month of Au-
gust of each year, at the domicile Of the
corporation. From and after the first Tues
day OF August, 1911, all elections of direct
ors as well as of all meetings of stockhold-
ers, except for the purpose Of liquidating or
dissolution, or as otherwise required by law
ten days notice sent by mail to his last
designated address shall be given to each
person who appears as a stakeholder on
the books OF the corporation.
Each stakeholder shall be entitled to one
vote for each share of stock standing In
his name on the books Of the corporation,
10 oe cast In person or by proxy, and the
majority of the votes cast shall elect. The
Board OF Directors shall have the power to
NIL all vacancies that may occur on the
board
above specified shall not dissolve the cor
poration, but the directors then In office
shall remain In office until their successors
are elected. Due notice Of another election
snail be given as above provided and such
notices Of election shall continue to be given
until the election is held.
majority of the directors shall consti-
tute quorum for the transaction of any
each annual election, the Board of Direc.
tors shall elect President, Vice President
a Secretary-Treasurer, and such other Of
hcers as 1t shall deem necessary.
Inc Board Of Directors shall have power,
IN Its discretion, to unite two or more Of
fees, and to confer the same upon one per-
son.
The Board of Directors may make and
estaDlish, as well as alter and amend, any
ana all bylaws, rules and regulations neces-
sary and proper for the support and man
agement of the business and affairs of the
corporation, not inconsistent with its char.
ter.
The Board Of Directors shall also have
tull power and authority to borrow money
through the resident or some other duly
authorized agent or agents; to execute
mortgages, issue notes, bonds or other obli-
cations; issue commercial reports and com.
merclal ratings and, generally, to do things
reasonable and necessary for the proDer
carrying on Of the business of the corpora
tion, ana also to issue and deliver full-paid
shares or stock, or bonds, or obligations OF
said corporation in payment of labor or
money borrowed, or property, or rights act
ualy received by the corporation
Any member Of the Board of Directors
who may be absent from the domiciIe OF
the corporation, or who may be prevented
by sickness from attending, may give a writ.
ten proxy to any other member of said
Board OF Directors to represent him in all
matters at any meeting Of the Board of
directors, whether general or special.
ARTICLE vi.
whenever this corporation NAV be dis
owed, either by limitation or BY any other
cause whatever, its affairs shall be liauidat
ed by three commissioners, to be appointed
at general meeting Of the stockholders
Tor the purpose of liquidating, as hereinafter
PROVIDED, each share being entitled to one
'oIe IN person or by proxy.
. said commissioners shall remain in of.
nee until the Affairs of said corporation
snail have been fully settled and liquidated.
and shall have full authority and power
10 transfer and give title to all the assets
and property Of the corporation
In case OF the death, disability or resiy- |
nation or one or more of said commission |
ers, the vacancy shall be filed by election
by the surviving commissioners or conmis. |
sioner.
The stockholders are especially empow.
cred by three-1Ourths vote Of the entire |
stock, cast at a meeting called for that
purpose, to sell the entire assets of this |
corporation, either for cash or for stocks
IN some other corporation.
Before any stakeholder shall dispose OF |
ais stock to any one not a stakeholder In |
This corporation, he shall offer Same IN the