The herald., 1915-02-18
CHARTER
CHARTER.
BUILDING REVIEW PUBLISHING COM
PANY. INCORPORATED.
STATE OF LOUISIANA

CHARTER.
BUILDING REVIEW PUBLISHING COM
PANY. INCORPORATED.
STATE OF LOUISIANA.
Parish of Orleans, City OF New orleans
Re il known. that on this fifteenth day OF
January, in the year one thousand, nine nun
dred and fifteen, before me William Waller
Young. a notary public, in and for the Parish
of Orleans State Of Louisiana, duly commiS.
stoned and qualified, and in the presence oil
the witnesses hereinafter named and under
signed, personally came and appeared the
several persons whose names are hereunto
subscribed, all above the full age OF majority,
who severally declared, mat, availlng them
selves of the provisions OF the laws OF inns
state relative to the organization of corpora
tons and particularly Act No. 267 of the leg
islative acts of the General Assembly OF the
State of louisiana for the year lgl4, approved
July 9. 1914, they have covenanted ana agreed
and do by these presents, covenant, agree and
bind themselves. as well as such other persons
who may hereafter become associated with
them or their successors. 10 form and constr
tute a corporation or body polite in law, TOR
the objects and purposes and under the agree
merits and stipulatons following, to-wlt:
Article |. The name and title of this cor
poraiion shall be Building Review Publish
ing Company, incorporated and undeI us
corporate name it shall have power and au-
thOrity to have and ENJOY succession for the
full term and period Of nlnety-nine years from
and after the date hereof; to contract TO sue
a
nd the same to break or alter at pleasure; TO
hold, receive, lease, purchase and convey, as
we'll mortgage and hypothecate property
real, personal and mixed, corporeal and lncor-
poreal; TO name and appoint such managers,
agent, directors and officers its business in
terests and convenience may require, and to
make and establish, well as alter and
amend from time to time, such bylaws, rules
and regulations for the government OF the at
fairs of said corporation, as may be necessary
and proper.
Article H. The domcile of said corporation
shall be in the city of New Orleans, State Of
louisiana and all citations other legal pro-
cess shall be served upon the president Of
said corporation, or, in the event OF his alb
sence, upon the vice president, and, IN the alb
sence of both of said officers, as the law di-
reefs.
Article III. The objects and purposes of
this corporation, and the nature OF the bust
ness to be carried on by 1t, are hereby de-
clared TO be: TO acquire, PRINT publish, conduct
and circulate or otherwise deal with news
papers, journals, magazines, books, and other
literary works and undertakings and especial
ly to publish and circulate a magazine TO be
known as Building Review" to carry on, if,
and when it shall deem desirable, the trade or
business of general printers, photographers,
engravers and advertising agents; to build,
construct, erect, purchase, hire or otherwise
acquire or provide any buildings, offices, work
shops, plant and machinery or other things
necessary useful for the purpose of carry
ing out the objects of the corporation.
Article " The capital stock of the cor
poraton is hereby fixed at the sum of five
thousand (S5,OCOOO) dollars, to be divided into
and represented by two hundred 600 shares
OF stock in the sum of twenty five (S25.0O) dol
lars each. Said stock shall be paid for, when
and in such Installments as directed by the
Board of Directors. The capital stock may be
increased or diminished as provided by law.
All shares of stock shall be issued as full paid
and worcestershire, and no transfer of stock
shall be binding on the corporation unless
recorded on its books.
The capital stock of this corporation may
be increased to the of twenty-five thous-
ard ($2S,0OO.OO) dollars.
Article " All of the corporate powers Of
said corporation shall be exercised by Board
of Directors, consisting of three stockholders,
Two of whom shall constitute quorum for the
transaction of business. The Board of Drec-
tors shall elect annually from their number a
president, a vice president, a secretary and
treasurer. The Board of Directors shall have
power TO combine the offices of secretary and
treasurer. The Board of Directors shall APP
point from time to time, such officers and
clerks and agents and employees they may
deem necessary for the purposes and business
OF the corporation, who shall hold office at the
pleasure of the Board. Said Board may make
alter and amend any and all bylaws and
regulations proper for the conduct and man
agement of the business and affairs of the
corporation. The Board of Directors shall
have power to apply the profits of the corpora
ton TO the promotion of the business and af
vidends, or to both of such purposes, if such
profits shall be sufficient to that end.
The following persons snail constitute the
first Board of Directors: Walter F. Jahncke
lana: Edwin f. Crozat, No 1919 North Villere
Street, New Orleans, Louisiana, and Oscar J.
forstall, No. III South Clark Street, New Or
leans, LOUISIANA; with Walter F. Jahncke as
president; Edwin +: Crozat as vice president,
and Oscar J. Forstall as secretary treasurer
The annual meeting of stockholders of this
corporation for the election of directors shall
be held on the second Monday in January of
each year, and the Directors now chosen to
represent this corporation, shall hold their
offices until that date, or until their success
sors are duly elected and qualified In case
vacancies occur during the year. same shall
be hlled by the remaining Directors or Direc-
tor.
Article VI. Whenever this CORPORATION NAV
be dissolved, either by limitation or from apy
other cause, its affairs shall be liquidated by
three commissioners to be appointed from
amongst the stockholders at a general meeting
of stockholders called for that purpose, and
notice OF which shall be given in the manner
and time provided for stockholders meetings
by Article TX, of this charter and a ma
beyond the unpaid amount, if any, remaining
STOCK OF SAID corporation shall have been
fully liquidated. In case of death of one or
more OF said commissioners, the vacancy shall
De hlled by election of the surviving commits.
soners.
Article VII. No subscriber for stock shall,
ever be held liable for the contracts, faults or
debts OF said corporation in any further sum
mat the unpaid balance, If any, due the cor
poration on the stock for which he has sinh
scrlbed; nor shall any stakeholder ever no
held liable for such contracts faults or debts
IN any further sum than the unpaid balance
1t any, on the stock owned by him, nor shall
any mere iniormality in organization have the
erect OF rendering this charter null. or rem.
derIng any subscriber or stakeholder liable
due on his stock
due his stock
article VIII. This corporation is Organized
under the laws of the Stare of Iouis;apa a,d
especially Act No. 267 of 1914 and the suh.
scribers hereto, for themselves and said cor.
poration and for its officers, directors and
s,ockholdeIs, hereby accept, as part of this
smarter 1I and as conditions of this Incorporation
all the rights, powers, privileges and immuni
ties granted to corporations, and granted n
ana conferred upon officers, directors and
stockholders OF corporations, by said laws md
sara act-such acceptance being as full com
pete and binding as If said rights. nowers
privileges and immunities were set forth a.
fuil length in this instrument.
article TX. This charter NAV be mod;6ed
changed or altered, or said corporation NAV he
uIssolVed' with the assent of Stockholders
owning two-thirds of the entire capitaI stocL
at general meeting of the Stockholders CO..,
Vened Tor that purpose, after Is days notice
shail nave been given to each stockhoIder
mailed to his last known address.
article X. The subscribers hereto have 70.
spectiveiy written opposite their names the
amount OF stock in this corporation subscribed
Tor by each OF them, so that this act of ;nro--
poraton may also serve as the original sub.
scription list of said corporation.
thus done and passed, in nv notariaI ofs.s