The herald., 1914-07-23
CHARTER OF THE
SOUTHERN MOTOR CAR COMPANY


United States of America, State OF Louisiana,
Parish Of Orleans.
Re il known, That on tins 18th day OF June,
| 1914. We, the undersigned several persons OF
| lawful age, and each residing IN the city OF
New Orleans, La, ayalling ourselves OF the
general laws of the State Of Louisiana, ana
| especially Of act No. 7S Of 1904, DO HEREBY
! form ourselves into corporation and body
polite for the objects and under the stipula-
uonS following. tO-wIt:
! Article The name and title Of this cor
poration shall be SOUTHERN MOTOR CAR
COMPANY, with its domiCile in the city Of
| New Orleans, La.
! Article 1.-The purposes and objects OF
| the Sald corporation are hereby declared 20
| be: To engage IN an automobile car agenc-
| and garage; TO buy, sell, rent, hire, repair
| sud store automobiles and other motor-driveA
! vehicles, and all accessories thereto; and gen
orally 10 do all things necessary or convcn.
lent to properly conduct the business Of this
| corporation.
! Article III.-This corporation shall exist for
| a period OF nlnety-nlne years from and after
! the date hereof, unless sooner dissolved in
! the manner hereinafter provided.
| The corporation shall have and enjoy all
rights, privileges and Ir:mua:;ies granted by
/ law to corporations, and under Its corporate
! name II shall have power and authority 10
! contract, sue and be sued; % make and use
| a corporate seal and the same 10 change
| alter or destroy Al pleasure, but the failure
! 10 have a seal shall not invalidat- any y
! The. acts " proceedings OF this cot PoTa'ion,
| to hold, receive, purchase, hypothCCat., con-
| Vcy, sell, lease, or pledge real and personal
| property; to issue negotiable bonds and notes
| or other evidences OF debt; 10 have a1d en-
| pl0y such managers, directors officers and
| agents and other employees as its interests
| may require, and to make and establish such
| bylaws, rules and regulations Tor the proper
| management and control OF the aitauS OF tie
| SAID corporation as may he necessary aud
proper and the same TO alter and amend az
! pleasure.
/ All citation and other process shall r-
! served on the president, and in his aO-
| senCe on the vice president, and in the ap-
| scncc OF both on the secretary rTcasuie-.
| Article IN.-The capital stock OF this cor
| sand dollars (S25oOO), divided into and repre-
| scnted by two hundred and fifty (250) share,
Of the par value Of one hundred dollars .SlC0'
each
! The corporation shall become a going con-
| Germ and shall be authorized to commence
| business as soon as. three thousand dollars
| 5000 OF its capital stock shall nave bce~
| subscribed for; the remaining shares OF stock
/ shall be issued by the board OF directors
when and they deem ut and proper.
| All shares OF stock shall be paid tor il Casr
| or its equivalent, and must be fully paid be-
! fore the issuance of the certificate thereof ana
| shall be worcestershire. lie. SAID stock shall be
| represented by stock certificates, transfer
| able only on the books Of the company on
the surrender of the outstanding certificates
! or proof of loss thereof, and under such -u,.s
and regulations as the board Of directors may
| provide.
The general provision for the tran,ierance
/ OF stock is that II must be hrst offered IN
/ Writing, ana at It's DOOk NaIue, 10 tie OodEu
| Of directors OF the company, who shall have
| the option of purchasing same at the book
| value at the time said stock is offered for
sale; and should the directors fail to MAKE
| the purchase OF said stock within thirty dav.
| from the time OF offer, then the holder and
| owner of the stock may dispose of l. in the
| open market. But the incorporators hereby
| specially agree that the stock herein sub
.cribed for by them shall not be sold or
| transferred to anyone other than % one or
more OF the lncorporators without the conScnt
1 ,4g.-= h
| still stockholders at the time OF the trans
| ferance of the stock.
The said capital stock may be increased or
| diminished by proceedings taken in accord
ance with the laws of the State Of LouisIan.
Article V.-All the corporate powers OF this
| corporation shall be vested in and exercised
| shall own at least one share of the corpora.
| tion. Said directors shall be elected by balIo-
at the annual meeting Of the stockholders OF
| the company which annual meeting shall be
| held the third Tuesday of January in eacn
| year; at which meeting each stockholder shall
| have the right in person or by proxy to cssr
| one vote on each share of stock owned by him.
| Three members OF the board OF directors shall
| constitute a quorum. Said board shall have
| power to fill all vacancies in the board, ARD
| all officers and directors shall hold and con
| tinuc IN office until their successors snail
have been elected and qualified. The annual
! meeting of the stockholders shall be preceded
| by ten days notice mailed to the last known
| address of each stakeholder, notifying him
/
| board shall exercise all the powers OF this
| corporation or may delegate the same - one
! or more officers at its pleasure; make such by
| laws, rules and regulations they may think
| proper for the transaction of the business and
| affairs of said corporation, and change, alter
and amend at pleasure; appoint and TX the
| salaries of all officers, clerks and employees
not herein mentioned the same to change or
| dismiss at pleasure; FIX the salaries of the
| officers provided for herein; and to do all
| things which may be necessary in the man
1 a pfr Of 1 and ttc1 h,y
| the laws applicable TO corporations.
| A failure to elect directors the date
above specified shall not dissolve the cor
| Poration, but the then existing board of di-
| rectors shall continue to hold their oficcs
and another election shall be held as soon
| thereafter as practicable at time TO be
| fixed by the board OF directors then in office,
| whereof ten days notice shall be given In
| the manner above provided
| Any director may at any time give his
! proxy or power of attorney in writing TO
/ any other stockhoider or any other member
| of the board of directors to represent him at
| any or all meetings of the board of directors,
and in such cases the proxy shall in every
| respect count for all purposes as if said di-
| rector were personally present.
| The officers of this corporation shall be a
| president, a vice-president and a secretary
| treasurer. Orren L. Pugh, as president; China
| b.. GamlIn, as vice president, and Frank b.
| Gilmer shall constitute the first board of di-
rectors, and they shall hold Office until their
| successors are elected and qualified: each
/
| diaely following their election, or as soon
thereafter as practicable, and shall hold
| their Offices until their successors shall have
been elected and qualified.
Miss Mary F. Mellady, femme sole, shall
| be secretary ry-treasurer, and shall hold Office
| until her successor is elected and qualified.
| Article Vino stockholder shall ever be
| held liable or responsible for the contracts
| or any liabilities of this corporation in any
| further sum than the unpaid balance due the
| corporation on the shares of stock subscribed
| for by him, nor shall any informality in or
| ganzatIOn have the effect OF rendering this
| charter null or OF exposing any stockholder
10 any liability beyond the amount due on
| his stock.
Article NII-This charter NAV be changed
modified or altered or said corporation NAV
! be dissolved, with the assent Of three-fourths
| Of the amount Of stock present or represented
| at any general meeting of said corporation
! convened for such purpose after ten days
| previous notice shall have been given in the
manner provided in article V of this charter
! Article NlII.-Wheuevcr the corporation is
| dissolved, either by limitation from other
| cause, its affairs shall oe hquidated under
| the supCrintendence Of two stockholders, to
! be chosen for that purpose by a majority in
! amount of the stockholders present or prepre.
| Sented at a general meeting Of the stock
holders, at which the election is held. Said
| commissioners shall remain in Office until the
| affairs Of said corporation shall have been
| fully liquIdated. In case Of the DEATH resig.
| nation or inability from any cause of one OF
| the said commissioners TO act, the survivor