The herald. [volume] (New Orleans, La.) 1905-1953, 1914-05-07
CHAR TER



~ the independence of rl, / rtcA States OF /
America the one hundred and th'-ry-c.gh,h, /
before me. Abraham GuidncrC. q notary pub. !
Inc IN and tur the parish # Orleans. state Of |
Louisiana. aforesaid. therein residing. duly |
commissioned. sworn and qualified. and IN the |
presence OF the witnesses hereinafter named !
and undersigned. personally came and APP |
prarcd. the several persons whose names are
hcrcuuto subscribed. who ,cvcrally declared
that. availiug themScIyc, Of the laws Of the
state Of Louisiana IN such cases made and
provided and particularly q the provisions
Of act No = OF the acts If the general as
Scrrbly 81 the state of Louisiana for the year
1904. they have Covcuautcd and agreed and
do by these presents covenant and agree and
| bind themselves as well all such persons
As NAV hereafter become associated with them
20 form a corporation for the objects and pur-
poses and under the articles and stIpuIatlonS
following, to-wit:
! Article THE name and title Of this cor
| poration shall be The Medical Publishing
! Company" and under It's said corporate name
! II shall have power and authority to have
/ and enjoy corporate existence and succession
| for the full term and period OF ninety nine
! wears from and after the date hereof: 20 con
| tract. sue and be sued; 10 make and use
| corporate seal. and the same to alter AID
| break AT pleasure; TO hold. receive, lease,
! purchase and convey, or acquire IN any other
| manner authorized by law. well as mort
| gage and hypotheCate property. real, per
sonal and mixed, corporeal and lncoporcal;
| to accept by donation. or acquire III any other
| manner authorized by law, cash; 10 name
| and APPOINT such managers. agents. directors
| and officers it, business. interest and con
| vencnCc may require, and to make and eS-
tablish. well as alter and amend. from
time To- time. such bylaws, rules and regula-
tiunS for the proper government Of the al
fairs of said corporation as NAV be necessary
and proper: and generally to do and perform
all things necessary or incident 10 the proper
conduct Of the business and affairs OF this
corporation and incident thereto.
Article 1.-THE dOmiCIle OF this corpora
ton shall he IN The CITY OF New Orleans,
state Of Louisiana, with branch Offices vhcr
ever the corporation may SO desire: and all
citations or other legal process shall be served
upon the president OF said corporation, or,
in the event of his absence, upon the vice
president and general manager thereof, and,
| in the absence OF both Of said officers. upon
the secretary OF said corporation.
Article Ill.-The objects and purposes OF
this corporation hereby declared to be TO
publish. print and circulate, daily, semi
weekly. weekly, semi-mOnthly. monthly or
quarterly. publications Of any and every kind
whatsoever. and to publish and circulate
books, circulars. pamphlets, etc; to own and
= operate printing and puhIishing pants, ano
to acquire by purchase any publications
plants. etc, and to do all and any act OF
. things of any kind or description as may be
. necessary to carry out the objects and pur
. poses OF said business, and which may moi
e | be specifically enumerated herein.
e Article IN.-The capital stock of said cor
e poration is hereby fixed at the sum Of htteer
v thousand dollars (SlSOO0OO), divided into arC
e | represented by fifteen hundred 0SOO) shares
n of stock. Of the sum of ten dollars $1,000
+ each. Said stock shall be paid for IN cash
l. | AT such time. N such amounts, and after sucl
; notice to the subscribers may be hxeC
il by the board of directors; or the same may
Il be issued at not less than par for labor don't
/ or property actually received by the corpor
5 alton.
r The corporation shall become a going con
d Germ and be authorized to do business a
10 soon as three thousand dollars CS,OOOl o
, | its capital stock shall have been subscribed
\ | and maid for in cash
v Article V-An the corporate powers of sal,
s corporation shall be vested in and exercise
IS BY a board of directors to be composed o
h FIVE stockholders to be elected every nv
wears on the second Tuesday in May IN eac
r fifth wear. except the first board appointe
l. in this charter, who shall hold their office
n until the second Tuesday in May, 1920
II All such elections shall be held by ballot
r and conducted at the office of said corpora
rs ton, under the supervision OF three CON
missioners to be appointed by the board q
u Notice of such election shall be given b
a the secretary of the company by publication
r. | for not less than ten days, prior thereto !
i, newspaper published in the city OF Ne'
n At ali such elections and at all corporal
e meetings, every stockholder shall be enutie
to one vote for each share OF stock standln
n in his name on the books of the company,
ne be cast IN person or by his written proxl
and a majority of the votes cast shall cleo
or ANY vacancy occurring among the director
he bv death, resignation otherwise, shall !
IL filed by election for the remainder OF ii
.e term by the remaining directors
y A failure to elect directors on the da,
So above specified shall not dissolve the Corpo
" alton nor impair its corporate management
but the directors then in office shall remai
,r- in office until their successors are elected an
ee qualified.
nd The board of directors shall elect form the
nm own number a president, vlce-presIdent al
RS general manager, a second ylce-president,
ed | secretary and treasurer. They may fro
&c | time TO time name and appoint all such 9th
in officers and agents they may deem niece
NV sary for the purposes and business OF u
- corporation They shall have power to I
of and define the duties of every officer al
~ | employee and all officers and employees shs
ed hold office at the pleasure of the board.
or The board may make and establish, as We
no, as alter and amend, any and all by-la"
rules and regulations necessary and prop'
all in its judgment, for the conduct, support a
,gs management of the business and affairs
,tr- said corporation.
M. The board shall have full power and auth,
I'd ity TO borrow money, to execute mortgag
the and to create liens, TO issue bonds, notes a
&c other obligations, to purchase and acquire
business and good will OF any and all bu
ra- ness OF any kind, and TO pay therefor IN sto
lrv Of this corporation, or cash, or paper,
ms generally to do all things reasonable, C
'ot, venient and necessary for the proper carr
arv ing on of the business Of the corporation.
old The board may issue full paid shares
stock for cash, in payment OF labor dc
the or property actually received by SAID c
re- po-ation.
eId The said capital stock shall be evidenC
,er by certificates which shall be transfera
the only upon the books of the company, a
all ! which shall be transferable upon the S
old render of the outstanding certificates, or
ted due proof OF loss.
wn Before any stakeholder sell the ste
.nt owned by him in this company, or before
,ou1 said stock can or shall be transferred
OF the books of the company, II must hrst
he offered in writing to the board OF direct
as of this company, who shall have the opt
mi. OF purchasing the same at such price as 5
rit. stakeholder may have been offered for
same by a bona fde responsible purcha'
To said offer of such bona hde responsible ?
asst chaser to be evidenced by writing, VIII
no. writing is to be submitted TO the board
his directors at the time the offer OF sale TO
mil board of directors is made. The SAID DO
in | of directors shall have thirty GOD days II
,ck | the time of the offer OF purchase TO II wit
which to decide whether or not 10 purch
nav said stock and should IT fail or refuse
cor purchase said stock within such period
rec time, then the said holder or owner OF
,ted stock NAV dispose Of IL TO any third pers
ers | provided he receives therefor a sum not
sys' than the price at which he offered same
,een | the board of directors of said company.
A. | the sale TO A third person shall be tor p
80 | less than the sum at which IL Otte
and TO this company, then this company s.
Tef have the right TO refuse to transfer the
. in stock on the books OF the company and
aarb hoard of directors shall have the right
ticle privilege to purchase said STOCK al the
at which 1t was sold.
n is Article VI.-Whenever this corporation
| - b,Fl limit al on