The herald. [volume] (New Orleans, La.) 1905-1953, 1918-02-28
CHARTERS.

|
And 10 act as agent or representative Of
owners, employers, or other persons hTnS
and corporations, having or claiming TO have
any interest in the injuries or death OF
employees Or other persons, or having or
claiming to have any interest in property.
real or personal or other objects or subjects
Il insurance;
And to do and perform any and all acts
necessary 70 carry out the aforementioned
objects and purposes.
Article IV.-The capital stock Of this cor
po-ation is hereby fixed n the sum- Of Fifty
Thousand Dollars CS5OnOOO) 10 be repre-.
scented by Five Hundred 500 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; nifty 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, the law directs.
The amount 70 which the capital stock may
be increased shall be Seventy-ive Thousand
| Dollars C75,OoOOO).
All stock subscribed for shall be paid for
! II cash, or its equivalent, or property re.
ceived, 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 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
I the corporation upon rendering TO the trans
fierce or pledge its book value
Article V.-An powers of thi, corporation
| shall be vested in, and the business shall
| be managed by, a board OF directors con-
siStirg of three directors, all o. whom shall
| be stockholders. who shall be elected annu-
| ally at meeting OF stockholders on the
And any two of said directors shall consti-
| tute quorum for tho transaction Of all
| business OF the coronation, provided the
| said two directors represent the majority OF
| all outstanding STOCK of the corporation.
Article VI.-The first board of directors
shall consist of: Augustus C. Vreeland,
| James Rainey and Emma w. Dinghaus.
| The said Augustus c. Vreeland shall be
president OF this corporation; James Rainey,
vice-president; and Emma w. Dinghaus, sec
| rotary treasurer; all of whom shall hold Of
| fee until the second Monday in January,
| 1919, or until their successors shall have been
duly elected and indicted into Office.
| All elections shall be by ballot and held
| al the once OF the corporation. Notice OF
| such meeting shall be given by the secretary
| treasurer in writing, delivered TO each stock
holder in person, or mailed TO his last known
address, at least ten days prior to such
| all Of the stockholders.
At all such elections, and in all meetings
| OF the stockholders, each stakeholder shall
be entitled to 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
or by written proxy, and majority of votes
shall elect.
The failure to elect directors at the annual
meeting shall not dissolve or affect the cor
poratiOn, impair its management in any
respect, but the directors in office shall
main in office until their successors are
elected and qualified.
Each board of directors shall elect, as soon
| dent, vice-president, and secretary
treasurer, and may grant to each officer such
| powers as they deem mt.
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 VII.-This 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, al meeting of the stockholders con-
| vened for that purpose, and after ten days
| notice has been given by registered letter,
| mailed to the last known address of each
| stakeholder, The said notice may be waived
! by the unanimous consent of the stockhold-
ers.
| In case of the dissolution of the corpora.
ton its affairs shall be liqudated by the
! directors in Office at the date of its disso-
| luton.
Article VIII.-No stakeholder shall ever be
| held liable for the faults, or contracts, of
! than the unpaid balance due the corporation
| on the share, or shares, OF stock owned by
| him; nor shall any mere informalty in this
! charter have the effect of rendering this
charter null, or exposing any stakeholder 20
| any liability beyond the unpaid balance, If
any, due on his stock.
/ Article IX.-The subscription of stock of
Augustus c. Vreeland. for the amount of
Twenty-Five Thousand Dollars s2s,0OOOO), or
Two Hundred, Fifty (2So) shares, is covered
by. and the purchase price or consideration
| therefor is, his transfer 20 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
eral years conducted and operated by the
said Augustus c. Vreeland at Room 800 Mai
son Blanche Building. in the City of New
Orleans; also the good will Of his said bust
niture and fixtures thereunto belonging and
contained within Room 800 Maison Blanche
Building, the said business being transferred
in ITS entirety as going concern to this
corporation, per duly authenticated Act
OF Sale passed before Edouard F. Henrioues.
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 (s25,OO0.OO
Article X.-The subscribers hereto have re-
| spectfully written opposite their names the
amount of stock subscribed by them to this
corporation so that this Act Of Incorporation
may also serve as the original subscription
| list OF the corporation, and they have stated
\ their post Office addresses, namely, New Or
| leans, so as to conform with Act 267 of the
\ General Assembly of the State of Louisiana
of 1914
! Thus done and passed in my Office in the
| City of New Orleans, State Of Louisiana, on
1 the day, month and year first above written
| IN the presence of Gordon Boswell and L. p
Bryant, Jr., competent legal witnesses res
| idents of this city, who hereunto signed their
| names, with the said appearers and me,
notary, after due reading of the whole.
| Original Signed: A. C. Vreeland C2sO);
Emma w. Dinghaus (One): James Rziney
4 (One)
| Witness: L. P. Bryant, Jr. Gordon Bos.
i we'll.
EDOUARD F. HENRIQUES, Notary Public