The herald., 1918-04-04
CHARTER
CHARTER

BE it known, That on this day. the Fifth
OF the month of March, in the year of oui
Lord one thousand nine hundred anC
eighteen; and Of the Independence of the
United States OF America, the one hundred
and forty-second; before me, Bussiere Rouen
a Notary Public in and for the Parish Of
Orleans, State Of Louisiana, duly commits
stoned, sworn and qualified, and in the pres
ence of the witnesses hereinafter named anC
undersigned personally came and appeared
The parties whose names undersigned
who did declare that, availing themselves
Of the provisions OF the laws of this State
relative TO the organization OF corporations
and especially the provisions of Act No. 267
passed by the General Assembly of thi:
State during the year 1914, the laws amended
thereby and the laws existing in this State
other than the said Act 267 of 1914 they
have covenanted and agreed, and do by these
presents covenant and agree and bind them
selves, their successors, their heirs and as
signs, 10 form, and hereby form themselves
into, and constitute themselves and their
successors into corporation for the objects
and purposes following. to-wit:
Article 1.-The name and title of this
corporation shall be Robert Gottschalk
Inc, and under said corporate name, il
shall have all the powers and authority
granted by the laws of this State and moi
expressly withheld from corporations.
Article 1.-THE objects and purposes Of
this corporation are declared, generally, &c
be the conducting of a General Insurance
Business, as Agent, General Agent Broker
or Mandatory of any Insurance Companies
organized under the laws of this, or any
other State and all other business con-
nected Herewith, growing out of, and neces.
sary for the said objects and purposes; and
in so doing the said corporation shall have
power to purchase real, personal, or mixed
property Of all kinds, and the same to hold
at their convenience.
Article III-The present amount OF capital
stock of this corporation is twenty thousand
(S20.OO0O0) dollars, divided into four hundred
600 shares of the par value of fifty $4,000
dollars each, and certificates for either whole
or fractional shares may be issued: said
stock payable either in cash or property,
according to the laws of this State.
The amount to which the present capital
stock of this corporation may be increased
is hereby declared to be fifty thousand
thousand 0OO0 shares of the par value OF
fifty $4,000 dollars each, and said increase
in capital stock is likewise to be represented
by certificates for either whole or fractional
shares.
All of the stock Of this corporation is to
be common stock, and this corporation shall
commence business, as now provided by law.
Each share Of stock shall entitle the holder
thereof TO one vote, to be cast either per
sonally or by written proxy, and each frac-
tional share shall enttle the holder thereof
to such fractional part of one vote as IS
represented by his fractional share OF stock
Article IV.-The said stock shall only be
partially or conditionally negotiable. il being
a condition precedent, and the condition IN
der which the stock of this corporation is
subscribed that none of the stock presently
subscribed or hereafter subscribed or issued,
shall be susceptible of being negotiated
pledged pawned or mortgaged. nor shall or
can any rights be acquired under any pledge,
pawn, mortgage or hypothecation of such
stock. excepting, first, such pledge, pawn,
mortgage or hypothecation be submitted TO
the stockholders of this corporation in meet.
ing assembled, at a meeting specially called
for that purpose, and at which said meeting
majority of the stockholders shall vote
favorably thereupon. and specially authorize
such negotiation, pledge, pawn or mortgage,
the whole TO be evidenced by duly certified
bearing the seal of this corporation.
The said stock shall only be partially or
conditionally the subject of sale and trans
fer, and no stock presently subscribed for
or issued. or hereafter subscribed for or issued,
shall be the subject of sale or transfer,
except solely after the subscriber or owner
shall first have offered for sale TO the stock
holders and owners then holding and owning
the balance of the stock of this corporation,
the stock which the said subscriber or owner
desires to sell, such offering to be in writing
and for term of thirty days, addressed to
this corporation and to the stockholders of
record upon the stock ledger or stock books
and records.
1t is further conditioned as a condition
precedent, that the offering for sale of such
stock shall be at a price not exceeding the
book value of such stock as shown by the
books of the corporation at the next preced-
ing annual meeting; at which price, and for
said term, any or all Of the existing stock
holders Of this corporation shall be entitled
TO purchase the whole or their proportional
portion thereof, within the said term of thirty
days.
This provision and condition as to sale,
transfer, resale, re-transfer, mortgage, loan,
pawn, pledge or hypothecation is agreed to
by all subscribers to this corporation, on
their own behalf, that of their heirs and
assigns, and is accepted by them as a ma
teral provision and condition Of the sub
scription TO stock in this corporation. :,
Article V.-The domicile of this corporation
shall be in the City Of New Orleans State
OF Louisiana and all citation or other legal
process shall be served on the president of
this corporation, or, in his absence, on any
other officer agent now authorized by law
TO receive service.
Article VI-This corporation shall exist
for term Of ninety-nine years, unless liqui-
dated prior thereto, as presently provided by
Act No. a7, passed by the General Assembly
of the State of Louisiana, in the year 1914.
Article VII.-All corporate powers of this
corporation shall be exercised by and through
board of directors, TO be composed Of not
less than three, nor more than fifteen stock
holders; which said directors shall have the
right to vote in person or by written proxy.
The officers of the said board shall be a
president, a vice-president, a secretary and
treasurer, and more than one Office may
be held by one member Of the board of
directors.
The corporate powers shall also be exer-
cised by the officers Of this corporation, in
accordance with the general laws of this
State, and the bylaws of this corporation.
The officers for the ensuing year shall be
elected immediately following the passage Of
this act of Incorporation, and shall hold Of
6ce until March S, 1919. or until their sue
cessors shall be duly elected and qualified.
The annual stockholders meetings of this
corporation shall be held on the sth day of
March of each year, excepting when such
day shall be dies non, in which the said
meeting shall be held on the next following
day, or on such date as may be hereafter
determined as any adjourned date of said
meeting SO called All elections to be by
ballot, majority of votes cast to elect, and
each share of stock to entitle the owner
thereof 10 one vote, whether in person or
by written proxy, and each fractional share
TO entitle the owner thereof to such frac-
tional vote as his said proportional share
bears to one full share.
All checks shall be signed by two officers
Of this corporation, and all contracts shall
be in writing, signed by two officers of this
corporation.
Thus done and passed in my Office, in the