The herald., 1918-02-07
CHARTERS.

Louisiana, therein residing, and in the pres.
ence of the witnesses hereinafter named and
undersigned: Personally came and appeared
W. Irving Moss and Arthur S. Huey, re.
spectively the President and the Secretary
Of The Hartwig Moss Insurance Agency.
Ltd, who declared unto me, Notary, that a
meeting of the stockholders of The Hartwig
Moss Insurance Agency, Ltd, was held on
the END day of December 1917, at J o'clock
p. NJ, at the Office of the company, in the
City of New Orleans, No. $50 Union street,
pursuant to a resolution of the Board of
Directors of said company passed at a meet
ing of said Board held on the 10th day of
December, 1917. and pursuant TO a waiver of
notice executed by every stakeholder of the
company, said stockholders meeting having
been called for the purpose of amending the
charter OF said company so as to change or
enlarge its objects and purposes; to increase
its Capital Stock; to create two kinds of
stock to be known as Preferred and Com
mon Stock; to increase the number of stock
holders to constitute the Board of Directors
and to consider the amendment of its Char
ter or Articles of Incorporation in any other
respect as may be deemed advisable
That at said meeting of stockholders, so
o'clock p. NJ, il was resolved by unani-
nous vote of all the stockholders present
and represented at said meeting, there being
present and represented at said meeting the
total issued and outstanding Capital Stock
Of said company Ga certified copy of the
minutes of which stockholders meeting is
hereto annexed and made part hereof, that
the Charter of this company be amended
as hereinafter set forth.
And the said W. Irving Moss and the said
Arthur 5. Huey. respectively the President
and Secretary of the Hartwig Moss IHsur-
ance Agency, Ltd, further declared unto
me, Notary, that under due authority of
said stockholders meeting, held on December
End, 1917, they and each of them appear
before me, Notary, for the purpose of en-
bodying the amendments of the Charter of
The Hartwig Moss Insurance Agency, Ltd.
in notarial form; and they now declare unto
me, Notary, that the Charter of The Hartwig
Moss Insurance Agency, Ltd, shall be
amended so as to read as follows, to-wit:
corporation shall be The Hartwig Moss In
surance Agency, Ltd. and under its said
corporate it shall have and enjoy
corporate existence and succession for the
full term and period of ninety-nine (99)
years from and after the date hereof; to
contract, sue and be sued; to make and use
a corporate seal, and the same TO alter and
break at pleasure; to hold, receive, lease,
purchase and convey, as well as mortgage
and hypothecate property, real, personal or
mixed, corporal and incorporate; 10 own and
hold stocks and bonds of other corporations !;
10 name and appoint such managers, agents.
directors and officers as its business or
convenience may require, and to make and
establish, as well as alter and amend, from
time TO time, such bylaws, rules and regu-
lations for the proper government of the
affairs OF said corporation as may be neces-
sary and proper
Article iI.-The domicile of said corpora
ton shall be in the City of New Orleans,
State of Louisiana, and all citation and other
legal process shall be served upon the Pres
ident of said corporation, or in his absence
upon any one of the Vice-Presidents thereof
or in the absence of said officers, upon the
Secretary of said corporation.
Article III.-The objects and purposes for
which this corporation is organized and es-
"a mr. M M he htfSf m
be carried on by it are hereby declared to
be:
To conduct a general insurance agency
business, to solicit insurance of all kinds,
either on a salary or commission; TO act as
insurance engineers; to act as agent and
manager for resident and nonresident insur-
ance companies, associations or combinations
of persons of all kinds; to inspect insurance
risks, to adjust insurance losses and gen
eral average; to do a general stock broker
age and commission business; TO buy and
otherwise dispose of, own and deal in stocks,
bonds, mortgages, debentures, trust receipts,
commercial papers. consols, and government
securities, either for itself or as the agent,
factor or representative of any person, firm
or corporation, and upon commission or other
wise; to transact a general real estate agency
and brokerage business, including the man.
agement of estates; to buy, sell, let, lease.
hire, own or demise or generally deal and
trade in real estate, whether improved or
either as principal or agent, for
its account or for account OF others, and
upon commission or otherwise; 10 borrow
money and grant mortgages, bond mortgages
or notes therefor; to lend money and to re-
ceve therefor mortgages, bonds, or any other
evidence of indebtedness; to carry any
other business which under the law it may
be entitled to carry on or which may seem
to the corporation to be calculated directly
or indirectly to effectuate the aforesaid OBJ
jects, or either of them, or to facilitate 1t
in the transaction of its aforesaid business,
h,,s, ~ thereof IN
transaction of any other lawful business
that may be calculated directly or indirectly
to enhance the value of to render profit.
able any of the company's properties and
rights and generally to have and exercise
all such powers and privileges as are in
cdental or relate to the objects and pur-
poses hereinabove set forth, or as may be
necessary, useful or convenient for efecting
said objects and purposes.
Article IV.-The Capital Stock of this cor.
poration is hereby fixed at the sum of
Thirty Thousand Dollars (S30,0O00O), divided
into and represented by Three Hundred 00O)
shares of stock of the par value of One
Hundred Dollars $4,000 each, Two Hundred
(lO) shares of which said stock shall be
known as Preferred Stock, and One Hundred
Q0D shares of which said stock shall be
known as COMMON Stock. Separate and dis
tinct certificates shall be issued for each
class of stock. Said stock shall be paid for
in cash at such time, in such amounts, and
after such notice to the subscribers as may
be fixed by the Board of Directors, and the
same may be issued at not less than par for
labor done or property actually received by
the corporation. Preferential dividends shall
be paid on the Preferred Stock at the rate
Of Six Per Cent. 90 per annum, and any
dividend payment omitted or passed, either
in whole or in part, shall be paid in full
before the Common Stock shall receive any
dividends. The Board of Directors may at
my time declare extra dividend on the
Stock, but not until dividends tol
at least Twenty-Five Per Cent. (2s96) per
annum shall have been declared on the
Common Stock. The Preferred Stock shall
have no voting power or privilege in any
Ease whatsoever. The Board of Directors
may, at the end of any fiscal year, set
aside from the net earnings or profits of this
for said year such proportion
thereof as may be deemed advisable, said
net earnings or profits to be placed TO the
credit of what shall be known as the Com
non Stock Surplus Account" The Board OF
Directors may, however, in its discretion,
1t the end of any fiscal year, place any part
Or portion of said net earnings or profits, not
De known as the preferred Stock Surplus
Account" If the business of the corporation
1t the end of any fiscal year shows a loss
for said year. then and in that event the
Board of Directors may, in its discretion,
charge the whole or any part or portion of
said loss to the said Preferred Stock Sur
plus Account"
The Board of Directors may, at any time,
:all and retire the whole or any part of the
Preferred Stock of this corporation by paying
70 the holder or holders thereof the full par
value thereof, together with the dividends on
said Preferred Stock in full up to the date
If the retirement, including any dividends
passed, in whole or in part, Plus whatever
interest said Preferred Stock so called and