The herald., 1912-11-07

(SeaD CHARLES ROSEN.
oct 81 nov IA 81 IS dec 3
CHARTER
OF LEON IRWIN & COMPANY, INCOR-
PORATED.
UNITED STATES OF AMERICA, STATE
OF LOUISIANA, PARISH OF ORLEANS.
Be 1t known, that on this twenty-eighth
day of the month of September in the year
Of our Lord one thousand niue hundred and
twelve and Of the independence of the United
States of America, the one hundred and
thirty sixth, before me, Frank Edward Rain
old notary public, duly commissioned and
qualified, in and for Orleans parish 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 sub
scribed, who severally declared that availing
themselves of the provisions Of the laws Of
the state of Louisiana. governing corpora
tiOns in general. they have contracted and
agreed and by these presents contract and
agree and bind themselves, as well as such
other persons as may hereafter become assO-
ciated with them, 10 form and constitute a
corporation for the objects and purposes
and under the articles and stipulatOnS fol.
lowing, to-wit:
ARTICLE I.
The name of said corporation shall be
Leon Irwin & Company, Incorporated, and
under said name shall have power and au-
thority 10 have and enjoy succession for a
period OF ninety-nine (99D years from date
hereof, to contract, sue and be sued, TO make
and use a corporate seal and same to break
and alter at pleasure, to hold, receive, pur-
chase and convey, as well as mortgage and
hypOthecate property real and personal, to
name and appoint such managers, agents,
directors and officers az its business interest
and convenience may require, to make and
establish, as well as alter and amend from
time to time bylaws, rules and regulations
for the proper conduct, management and
regulations of its affairs.
ARTICLE ii.
The domicile of said corporation shall be
New Orleans, Louisiana; all citations and
other legal process shall be served on the
president. and in his absence upon the Sec
rotary and treasurer.
ARTICLE III.
The object and purposes for which said
corporation is established are hereby de-
clared to be, TO conduct a business OF acting
as agents or general agents and brokers in
effecting fire, life, or marine insurance and
all other kinds of insurance for any per-
any and all insurance, casualty. or surety
companies In the transaction of insurance
business in all its branches and generally TO
do and perform all things connected with
the insurance agency business.
ARTICLE ".
The capital stock of said corporation IS
hereby fixed at twenty-five thousand dol
lars S25.000.OO). divided into and repre-
Senteu Dy TWO hundred ana n1ty SnareS or
one hundred dollars (s1OO.0O) each, which
shall be paid for in cash In such INSTALL
ments and at .such times as the board Of
directors may order, or Ii may be issued at
not less than par, in payment for labor ac-
tually done or property actually received.
or the property of insurance agencies or
business or other rights acquired by the cor
poratiOn. This corporation shall be a going
concern as soon as ten thousand dollars
(S10,O00.0O) of its capital stock shall have
been subscribed.
ARTICLE V.
All the corporate powers OF said cor
poration shall be vested in and exercised by
the board OF directors, to be composed Of
not less than three or more than five persons
TO be elected annually on the second Mon
day in January of each year, beginning in
1914; such election TO be by ballot at the
office OF said corporation under the super
vision of one commissioner to be appointed
by the president; notice Of such election
shall be given In writing by the secretary
unto each shareholder by mailing a written
notice TO his last known address, ten days
prior to date of such election each share of
stock shall entitle its owner to one vote in
person or by proxy, and majority Of votes
shall elect. Any vacancy occurring among
the directors by death, resignation or other
wise shall be filed by election by the re-
naming directors: failure TO elect direc-
tors on the date above specified shall not
dissolve the corporation, but the directors
then in Office shall remain in Office until
their successors are elected and they shall
as soon as possible cause an election to be
held after giving ten days notice as above
provided. A majority of the directors shall
constitute a quorum for the transaction of
business, and the board of directors shall,
at their first meeting following each annual
election, elect one of their number TO be
president one vice-president and a secretary
treasurer.
ARTICLE VI.
The following named persons shall con-
stitute the first board of directors, namely ::
IRNx~ in Gfnw- 10 TAorv
North, with Leon Irwin president, ID. B.
North, vice-president, and Gustave II Crais
as secretary-treasurer; they shall hold their
Office until the second Monday of January,
1914, or until their successors have been
duly elected.
No stakeholder of this corporation shall
ever be held liable or responsible for its
contracts or faults In any further sum than
the unpaid balance due on the shares of
stock held by him, nor shall any informalty
in organization have the effect of rendering
this charter null or Of exposing the stock
holders to any liability beyond the amount
of their original subscriptions.
ARTICLE VIII.
No transfer Of stock shall be held valid
and binding unless made upon the books Of
the company, and no stakeholder may dis
pose of his stock without first offering same
to other stockholders through the board OF
at Its actual cash or book value.
No pledge of stock shall be held valid and
uultss tue uolutT VI sdlu STUCK
obtains permission of the board of directors
to pledge the same, said permission to be
evidenced by written certificate signed by
the president and secretary-treasurer.
ARTICLE TX.
This charter may be altered or the cor
poration dissolved with the assent of three
fourths In amount Of the outstanding cap
ital at meeting convened for such purpose,
after ten days previous notice shall have
been given of such meeting by registered
mail to each stakeholder. All amendments
as to increase or decrease of the capital
stock shall be made according to the laws
of this state in force at the time such
amendment Is made.
ARTICLE Y.
Whenever this corporation shall be dis
solved by expiration or otherwise, its af-
fairs shall be liquidated by two commission
ers selected from among the stockholders at
the general meeting declaring the dissolu-
tion of said corporation or at a general
meeting held for that purpose after notice
mailed to each stakeholder by registered