The herald., 1915-02-25
CHARTER.
REVIEW PUBLISHING COM
PANY. INCQRP0RAIED.

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 malieI
Young, a notary public, IN and for the faIlsii
of Orleans State of Louisiana, duly commas
stoned and qualified, and IN the presence OF
the witnesses hereinafter named and under
signed. personally came and appeared inc
several persons whose names are hefeunto
subscribed all above the full age OF majority,
who severally declared. mat, awaiting them
selves of the provisions OF the laws OF this
state relative to the organization OF corpora
tions, and particularly Act No. zoI OF the leg
islatiye acts of the General Assembly OF the
State of Louisiana, for the year 1914, approved
July Q. 1914, they have covenanted and agreed
and do by these presents, covenant; agree anu
bind themselves. as well as such otnei persons
who may hereafter become associated with
them OF their successors. 10 form and consul
tute A corporation or body polite IN law, Tor
the objects and purposes and under the agree
merits and stipulatiOns following, to-wlt:
Article |. The name and title OF TINS cor
poTation shall be Building Review Publish
ing Company, Incorporated" and under ITS
corporate name i shall have power and au-
thority to have and enjoy succession for the
full term and period of ninety-nine years from
and after the date hereof; to contract, TO sue
aud be sued, to make and use corporate seal,
and the same to break alter at pleasure; TO
well as mortgage and hypothecate property
real, personal and mixed, cOrporcal and incor-
poreal; to name and appoint such managers,
agent, directors and officers as its business IN
terests and convenience may require, and TO
make and establish, as well as alter and
amend from time to time, such bylaws, rules
and regulations for the government OF the al
fairs OF said corporation, as may be necessary
and proper.
Article H. The domcie of said corporation
shall be in the city of New Orleans, State of
Louisiana, and all citations or 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 it, 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 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
poration is hereby fixed at the sum of five
thousand (S5,0OOOO) dollars, to be divided into
and represented by two hundred 600 shares
of stock in the sum of twenty-five (S25OO) 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 provided by law.
All shares of stock shall be issued full paid
and non assessable, and no transfer of stock
shall be binding on the corporation unless
recorded on its books.
The capital stock of this corporation may
ha 81 ft.ar -f.ya tIo,,
and (S25,0OOOO) dollars.
Article " All OF the corporate powers OF
said corporation shall be exercised by a Board
of Directors, consisting of three stockholders,
two of whom shall constitute quorum for the
transaction of business. The Board of Direc-
tors shall elect annually from their number a
president a vice president, a secretary and a
treasurer. The Board of Directors shall have
power to combine the offices of secretary and
treasurer. The Board of Directors shall ap-
point from time to time, such officers and
clerks and agents and employees as 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-
fairs thereof, or to the declaration of the di-
vdends, or to both of such purposes, il such
profits shall be sufficient to that end
The following persons shall constitute the
hrst Board of Directors: Walter F. Jahncke
No. $40 Howard Avenue, New Orleans, Louis
lana; Edwin E 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 f. 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
ofhces until that date, until their success
sors are duly elected and qualified. In case
vacancies occur during the year, same shall
be nlled by the remaining Directors or Drec-
tor.
Article VI. Whenever this corporation NAV
be dissolved, either by limitation or from any
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
be hlled by election of the surviving commits.
sioners.
Article VII. No subscriber for stock shall
ever be held liable for the contracts, faults or
debts of said corporation in any further sum
that the unpaid balance, if any, due the cor
poration on the stock for which he has sub-
scrIbed; nor shall any stakeholder ever he
held liable for such contracts, faults or debts
IN any further sum than the unpaid balance
II any, on the stock owned by him. nor shall
any mere informality in organization have the
effect of rendering this charter null. or rem.
dering any subscriber or stakeholder liable
due his stock
due on his stock
Article VIII. This corporation is organ;zed
under the laws of the State of Louisiana and
especially Act No. 267 of 1914, and the sinh
scrloers hereto, for themselves and said cor.
poration and for its officers, directors and
stockholdeTs, hereby accept, as part of this
charter and as conditions of this incorporation.
all the rights, powers, privileges and immuni
ties granted to corporations, and granted N
and conferred upon officers, directors and
stockholders of corporations, by said laws and
said act-such acceptance being as full com.
plete and binding as If said rights. powers
privileges and immunities were set forth AZ
full length in this instrument
Article TX. This charter NAV be rnodi6ed
changed or altered or said corporation NAV he
dissolved, with the assent of Stockholders
owning two-thirds of the entire capital stool
at general meeting of the stockholders CON
vened tor that purpose, after IS DAYS notice
shaii nave been given to each stockholder.
mailed to his last known address.
Article X. The subscribers hereto have re.
spectively written opposite their names the
amount OF stock in this corporation subscribed
Tor by each OF them, so that this act of incor.
poration may also serve as the original sub
scription list of said corporation.
Thus done and passed, in my notarial Office.
at the City Of New Orleans, aforesaid, in the
Mas Af