The herald. [volume] (New Orleans, La.) 1905-1953, 1912-06-06

or LOUISIANA, PARISH OF OR
] LEANS.
I Be it known, that on this twentieth day
I OF the month OF May, n the year OF our
I Lord one thousand nine hundred and twelve,
and OF the Independence OF the United
States Of America the one hundred and
4 thirty sixth, before NE, Lawrence Mclean
JanIn, notary public. duly commissioned
! and qualified IN and for the parish Of Or
| leans and state OF Louisiana, therein resid-
/ Ing, and in the presence OF the witnesses
I hereinafter named and Unte rsigned. person
ally came and appeared the several persons
whose names are hereunto subscribed. who
| SeveralIy declared that, avaLing themselves
| OF the provisions Of ali Of the laws OF III
/ state relative 70 the organization OF corpo-
I ratious, particularly OF Act No. 80 Of the
I session Of the General Assembly OF the state
Of Louisiana OF ISSs, they have covenanted
and agreed, and DO, by these presents, form
| and organize themselves. as well as such
other persons as may hereafter become aSso-
ciated with them, into corporation or body
polite IN law, for the objects and purposes,
/ and under the stBpulatIous following, TO-
wit:
ARTICLE
The name and style OF this corporation
! shall be L SIDNEY BELL. NC" and by
said corporate name shall have succession
and enjoy existence for a period Of ninety
nine years from date hereof, unless sooner
dissolved in the manner provided BY law
and under the articles OF this charter; IL
shall have power and authority under its
corporate name. 10 contract, sue and be sued,
I 70 MAKE duQ Use cOrpcr1Ie sea-, anu the
same 70 alter or break at pleasure 70 make
al necessary rules and regulations for It's
corporate nagement and control and shall
have and enjoy all the rights, privileges, and
immunIties which are now conferred upon or
may hereafter be granted 10, corporations
Of the same kind and character.
ARTICLE IL
The dOmicile OF this corporation shall be
IN the city Of New Orleans, state OF Lcuisi-
ana. and al citations and other legal pro-
cesses shall be served upon the president.
Or, in his absence or inability TO act, upon
any other officer OF the corporation
ARTICLE III.
The objects and purposes for which this
corporation Is organized. and the nature OF
by declared TO De as follows 10 engage il
and conduct a general insurance business,
! including IRE, burglary, liability, fidelity,
guarantee, casualty, plate glass and marine,
As local agents. general agents, or as brOk-
ers. IN all its phases. conditions and modif-
cations and generally 70 engage in and IN
dertake any other enterprise or perform ali
acts Incidental 70 or germane 10 the pur-
poses above set forth
ARTICLE ".
The capital stock OF this corporation Il
hereby fixed at the sum OF ten thousand
$50 900 O0) dollars, divided into one hun
dred tlOOl shares OF the par value OF one
hundred tSlOoOOb dollars each id stock
shan be issued only. for cash, or in payment
OF property or services actually received BY
or rendered 10 said corporation. Said stock
shall be fully paid at the time OF its issu-
ance, and shall be worcestershire thereafter.
The parties TO this declare that they hereby
subscribe for the number OF shares OF said
capital stock set opposite their respective
signatures hereto. so that this act Of incor-
poration shall serve as an original subscrip-
ton. This corporation shall become 4 go
ing concern as soon as three thousand 49,
100000 dollars OF its capital stock shall
have been SUBSCRIBED and paid for.
All the powers Of this corporation shall be
vested IN and De exercised by board OF
three (3l directors, TO be elected each year.
by the stockholders, at their annual meet
ing; the said directors shall be bona ffe
stockholders, and the first board shall CON
stsr OF L Sidney Bell William c. Soria and
John Sora- They shall proceed TO elect
from their own number a president. vice
president and secretary -treasurer. who shall
remain in office until their successors shall
have been elected and qualified The annual
meeting OF the stockholders OF this corpora
ton shall be held on the third Monday In
the month OF May OF each year, except when
such day shall fall upon a legal holiday
then upon the next following Law dav At
said annual Lleeting the stockholders shall
elect from their own number a board OF d.
rectOrS FOR the ensuing year, the board al
ready installed TO continue 20 hold over IN
I'll their successors are elected and qualified
The board OF directors 50 elected shall
elect from their own number the officers OF
this eorporatton- who shall be a president.
vtce-prestdent and OBSERVATION-DISCLOSURES the
election Of directors shall be by ballot, and
the person receiving the largest number OF
votes shall be declared elected. For electfng
directors or FOR any other purpose, each
share OF stock whether present or by proxy
shall be entitled TO one IL vote, and a ma
lOrity OF the votes cast shall be required 20
pass any resolution, or decide any question
submitted to the stockholders, except for the
alteration or amendment Of this charter, or
the dissolution OF the corporation, as herein
after provided.
The said board OF directors shall have
power and authority % make all necessary
rules and regulations for the management
operation and control OF the business of the
corporation as well as to make all necessary
rules, regulations and bylaws, and shall
have the authority TO fill any vacancy oc-
curing In their number. A majority Of the
directors voting at any one time. in person
resolution or adopt any bylaw, and which.
when so adopted, shall become valid corpo-
rate acts.
ARTICLE VI.
Notice Of all meeting OF stockholders. for
electtng directors, or for any other purpose
except as may be hereinafter directed shall
De given in writing. by the secretary-treas-
lrer, 20 ne deposited In the mail, at least ten
days before such meeting. directed to each
srockholder at his last known address ap-
pearing upon the books OF the corporation.
unless said notice Is waived In writing by
all the stockholders appearing as such 1pon
the books.
ARTICLE VII.
ms act OF Incorporation may be changed,
modified or amended. or this Corporation
may De dissolved By and with the assent OF
the holders Of three-fourths (3-il in amount
OF its outstanding stock given at a general
meeting OF the stockholders TO be con
yened after ten (10) days prior notice, TO
De given in one Of the daily newspapers NH
bished In the city Of New Orleans. in aidi-
tlon 20 the personal notice TO each stock
holder as provided In Article VI OF thfs
enartert and such changes as nav be made
IN reference to an increase Of capital stock
shaH be preceded by such notices, delays and
formaltttes as by law required
In the event of the disSOIurfor % a
corporation, either by limitation OF its char
Ter, or otherwise, its affairs shall be IiQuI-
dated by three CD comm fssfoners. TO ha
elected at a special meeting called FOR that
purpose. as above provided: and they shall !
remain In once until the affairs of said cor |
poration shall be fully Iiquidated and IN |
case OF the death OF one or more Of said IL !
qudators, the survivor or survivors shall |
continue TO act.
No stockholder shall be held liable or 70 |
sponStole for the debts or contracts or fsuIts |
ot this corporation IN aug further sum than
tne unpaid balance due 70 the corporation |
% the shares owned by him, nor shall any \
mere inf0rmality In organization have the /
effect Of rendering this charter null or Of
.xposing any stoekholder TO liability beyond /
me amount OF his unpaid stock, II any,
mus done and passed IN my notarfai ONCE
n the city Of New Orleans. on the dav
Month and year hereinbefore written. in the /
presence Of John Watt Duffy and Morris /
yunn. competent witnesses. who hereutno /
ign their names. together with said appear
rs, and me, notary, after due reading Of |
the whole
(OrigfnsI signedl W. c. soria. 10 shar.s.
no. Soria. 10 shares, per pro W. C. Soria i
!. Sidney Bel, 10 shares. Jno. Watt Dufy,
LvRxScI n yAxrx,
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