The herald. [volume] (New Orleans, La.) 1905-1953, 1918-02-07
CHARTERS.


from the date hereof. and it shall have for
the purpose Of the business 70 be carried on
by It all powers conferred by law upon cor
Porations, and shall generally exercise all
me powers necessary 10 carry on the said
business.
Article 1.-THE domicile of this corpora
ton shall be in the City Of New Orleans,
State OF louisiana, and all citation and legal
process shall be served on the President OF
the corporation, or, in the event OF his disa.
blity. on the Nice.President OF the corpo-
ration.
Article IlI.-The objects and purposes for
which the corporation Is organized and the
nature OF the business to be conducted by
It, hereby declared to be:
To act as General Agent, Special Agent,
and Local Agent. OF Companies, firms, cor
porationS and societies. which are duly quail
lhed by law TO engage in the business OF
insurance; TO act as Insurance Broker; and
IN the capacity of agent or broker 10 solicit
Tor, sell, and place with said companies.
hTms. corporations and societies, insurance in
all of its branches;
And to act as agent or representative of
owners, employers, or other persons, firms
and corporations, having claiming to have
any interest N the injuries or death of
claiming to have any interest in property.
real or personal, or other objects or subjects
Of insurance;
And to do and perform any and all acts
necessary to carry ont the aforementioned
objects and purposes.
Article IV.-The capital stock Of this cor
poratiOn is hereby fixed az the sum Of Fifty
Thousand Dollars G5O.OND) to be repre-
sented by Five Hundred (5OW shares Of
stock, Of the par value Of One Hundred
Dollars $4,000 each.
Fifty per centum OF the capital stock must
be subscribed before the filing of the Articles
OF Incorporation: fifty per centum of all stock
subscribed for must be actually paid in
before the corporation engages in business.
and the remainder within twelve months
thereafter, as the law directs
The amount to which the capital stock may
be increased shall be Seventy-iive Thousand
Dollars (S5,OOOOO).
All stock subscribed for shall be paid for
IN cash, or its equivalent, or property re-
celved, or labor done, at such times and
upon such terms and conditions as the Board
Of Directors shall prescribe No transfer OF
stock shall be admitted or held to be valid.
or binding, 50 IA as the corporation is con
cerned. unless made upon the books OF the
corporation. No sale or pledge OF stock shall
be valid unless made upon the books of the
corporation. No sale or pledge OF stock
shall be valid unless said sale or pledge is
accompanied by a written certificate, signed
by the president and seCretary-treasurer OF
the corporation, to the effect that said stock
was offered to the remaining stockholders
through the Board OF Directors, at its book
value, for a period Of thirty days. and they
have failed or declined to purchase the same.
Stock hold or pledged in contravention OF
this provision shall become the property OF
the corporation upon rendering 10 the trans
fierce or pledge its book value.
Article N.-All powers OF this corporation
shall be vested in, and the business shall
be managed by, a board OF directors con-
sisting of three directors, all OF whom shall
be stockholders, who shall be elected annu-
ally at meeting OF stockholders on the
second Monday OF January OF each year.
And any two Of said directors shall consti-
tute quorum for the transaction Of all
business OF the corporation, provided the
SAID two. directors represent the majority OF
all outstanding stock of the corporation.
Article NI.-The first board of directors
shall consist OF: Augustus c. Vreeland,
James Rainey, and Emma w. Dinghaus
Inc SAID Augustus C. Vreeland shall be
president OF this corporations; James RaIney,
yice-presldent; and kmma ". DInghaus, sec
TeIary-tredsurer; all OF whom shall hold Of
nee until the second Monday IN January,
IyI9, or until their successors snail have been
duly elected and indicted into Office
All elections shall be by ballot and held
at the office OF the corporation. Notice OF
such meeting shall be given by the secretary.
treasurer IN writing, delivered to each stock
address, at least ten days prior to such
election; but this notice may be waived by
all OF the stockholders.
AT all such elections, and in all meetings
be entitled TO one vote for each share OF
stock standing in his name on the books of
the corporation, at the date of said election
or meeting, SAID votes to be cast in person
shah elect.
The failure to elect directors at the annual
meeting shall not dissolve or affect the cor
poratlon, nor impair its management in any
respect, but the directors in office shall re-
nam in office until their successors are
elected and qualified.
Each board of directors shall elect, as soon
as possible after their own election, a presi-
dent, a vice-president, and secretary
treasurer, and may grant to each officer such
powers as they deem fit.
All vacancies in the board of directors
from whatever cause shall be filled by the
remaining directors. Any member of the
board may appoint any other director his
proxy to act in his place and stead at any
meeting of the board.
Article Widths act of Incorporation may
be modified, changed, or altered, or the said
corporation may be dissolved with the assent
of two-thirds of the capital stock outstand
ing, at meeting of the stockholders con-
vened tor that purpose, and after ten days
notice has been given by registered letter,
mailed to the last known address of each
stockholder. The said notice may be waived
by the unanimous consent of the stockhold-
ers.
In case of the dissolution of the corpora-
tion its affairs shall be liquidated by the
luton.
Article VIII.-No stakeholder shall ever be
held liable for the faults, or contracts of
the SAID corporation in any further amount
than the unpaid balance due the corporation
on the share, or shares, of stock owned by
him; nor shall any mere informality in this
charter have the effect of rendering this
charter NULL or exposing any stakeholder TO
any liability beyond the unpaid balance, if
any, due on his stock.
Article IN.-The subscription of stock of
Augustus {. Nreeland, for the amount OF
Twenty-Five Thousand Dollars (S25,OOOOO), or
Two Hundred, Fifty ESQ shares, is covered
by, and the purchase price or consideration
therefor IS, his transfer to this corporation
on this date, of all of his rights, title, and
interest in and to- his business namely
that OF general insurance, and particularly
that of general agent of the Ocean Accident
Guarantee Corporation, Limited, of Lon
don, England, for the States of Louisiana
and Mississippi, now and for the past sew
said Augustus c. Nreeland at Room 800 Mai.
son Blanche Building, in the City of New
Orleans; also the good will of his said bust
ness, together with the stock in trade fur
niture and fixtures thereunto belonging and
contained within Room 800 Maison Blanche
Building, the said business being transferred
IN lts entirety as going concern to this
OF Sale. passed before Edouard F. Henriques,
a Notary Public, which said business, good
will ,et cetra, of the said Augustus C. Vree-
land have been inventoried and appraised
as of Januay the first, Nineteen Hundred.
and Eighteen, by said board of directors and
valued at the sum OF Twenty-Five Thousand
Dollars Cs25OO0OO
Article X.-The subscribers hereto have re-
spectfully written opposite their names the
amount of stock subscribed by them To This