The herald., 1912-10-24
CHARTER

CHARTER
OF LEON IRWIN & COMPANY, INCOR-
UNITED STATES OF AMERICA. STATE
OF LOUISIANA, PARISH OF ORLEANS.
BE II known, that on this twenty eighth
day Of the month of September in the year
of our Lord one thousand nine 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
ncsSes hereinafter named and undersigned,
personally came and appeared the several
persons whose names are hereuntO sub
Scribed who sevcrally declared that availing
themselves of the provisions of the laws of
the state of Louisiana, governing corpora
tons 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 assd-
ciated with them, to form and constitute
corporation for the objects and purposes
and under the articles and stipulatiOns fol.
lowing, to-wit:
The name of said corporation shall be
Leon Irwin Company, Incorporated. and
under said name shall have power and au-
thority TO have and enjoy succession for a
period OF ninety-nine (99D years from date
hereof TO contract, sue and he sued, TO make
and use a corporate seal and same to break
and alter at pleasure 20 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 as 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
retary 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-
| sons, firmaor corporation, to act as agent of
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 (S25,000.0O). divided into and repre-
sented by two hundred and fifty shares OF
one hundred dollars (s10O00) each, which
shall be paid for in cash in such Install
ments and at such times as the board OF
directors may order, or 1t may be issued at
not less than par, in payment for labor ac-
tualy 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 going
concern as soon as ten thousand dollars
$50, ,00000l of Its capital stock shall have
'een ''''|' 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
70 ha or
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
Iprior 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 filled 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 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 secretary
ARTICLE VI.
| The following named persons shall con-
| stitute the first board of directors, namely
| Leon Irwin, Gustave III. Crais and David Il.
North with Leon Irwin president, d. b.
North. vice-president, and Gustave ii Crais
| as secretary y-treasurer they shall hold their
Office until the second Monday of January,
| 1914 or until their successors have been
| dulv elected
ARTICLE VII.
| No stockholder of this corporation shall
ever be held liable or responsible for It's
i contracts or faults in any further sum than
| the unpaid balance due on the shares of
| stock held by him. nor shall any informality
| in organization have the effect of rendering
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 stockholder may dis
| pose of his stock without first Offering same
| to other stockholders through the board OF
j directors, at its actual cash or book value.
/ No pledge of stock shall be held valid and
| binding unless the holder of said stock first
| obtains permission of the board Of directors
/ to pledge the same, said permission to be
evidenced by written certificate signed by
i the president and secretary-treasurer.
| ARTICLE IN.
This charter may be altered or the cor.
/ poration dissolved with the assent OF three
i fourths in amount OF the outstanding cap
i ital at a meeting convened for such purpose
after ten days previous notice shall have
been given of such meeting by registered
i mail to each stockholder. All amendments
4 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 X
| Whenever this corporation shall be dis
| solved by expiration or otherwise, Its al
1 fairs shall be liqudated by two commission
4 the general meeting declaring the dissolu
/ tion of said corporation or at a general
meeting held for that purpose after notice
i mailed to each stockholder by registered
mail ten days previous to said meeting
i Said commissioners shall be vested with full
and complete power to liquidate the busi
ness of said corporation.
Il The subscribers to this charter have
l placed opposite TO their names the number
| of shares subscribed by each, so that the
same forms the list of original subscriptions
Thus done and passed at my office In New
Orleans aforesaid on the day, month anC
Il year first above written, In the presence o.
Il Joseph c. Helmer and Rosa Klar, competent
Il witnesses, who have signed their names al
such with said appearers and me, notary
after reading thereof.
i Original signed A. c. Irwin and Others
FRANK E. RAINOLD,
II (SeaD Notary Public
Il I, the undersigned recorder Of mortgages
4 In and for the parish Of Orleans, state o.
Il louisiana do hereby certify that the aboy'
and forepoinp act of INCORPORATION of tn,