The herald. [volume] (New Orleans, La.) 1905-1953, 1919-02-06
CHARTER
CHARTER OF SINCLAIR MOTOR COM
PANY, INC.


PANY, INC.
United States OF America, State OF Louis
rama, Parish Of Orleans. City Of New Or
leans. Be it known, that on this twenty
eighth day Of the month Of December, IN
the year Of our Lord, one thousand, nine
hundred and eighteen, and OF the lndeptn-
dcnce OF the United States OF America, the
one hundred and iorty,third. Before me-
Arthur John Peters, a Notary Public, duly
commissioned and qualified. in and tor the
CITY OF New Orleans, in the Parish OF Or
leans, and State OF Louisiana, domiclled IN
the said city Parish and State, and IN the
presence OF the witnesses hereinafter named
and undersigned; personally came and ap-
peared, the several persons whose names are
hereunto subscribed, all above the full age
Of majority, who severally declared that
availing themselves OF the PROVISIONS OF
Act No 267 Of 1914. as well OF the gen
cral laws Of the STATE OF louisiana, Teia
tive to the organizations OF corporations, they
hereby form themselves into. and constitute
i corporation for the objects and purposes,
and under the stipulations hereinafter set
ARTICLE 1.-The name and title of this
corporation is hereby declared to be: SIN
clair Motor Company, Inc. Its domcile
shall be in the City OF New Orleans and II
shall have and and enjoy succession and
corporate existence by its corporate name
for i period of ninety nine N99) years from
and after the date hereof. This corporation
shall have power and authority to contract
sue and be sued in its corporate name; to
make and use a corporate seal; to mold re-
ceive hire and purchase real and personal
property, and to sell, mortgage or pledge
the same and to borrow money and issue
bonds, notes and other obligations. Al!
citations or other legal process shall be
served upon the president. and in the event
Of his absence or inability to act from any
cause the same shall be served upon the
Secretary of the Corporation.
ARTICLE 1.-THE objects and purposes Tor
which this corporation is established and
the nature of the business TO be carried on
by it are to be: To manufacture, assemble,
buy, sell. export, import. repair and gen
orally deal in internal combustion engines
Of any and all kinds, boats, aircrafts. auto
mobiles motor trucks motorcycles and trac-
tors, and machinery. equipment and ap-
pliance, and all apparatus, devices. materials,
supplies, parts accessories and tools. used or
useful in connection Herewith. 10 apply
for, obtain, register. purchase, lease or other
wise acquire, and to hold own, use: develop.
operate and introduce, and to sell, assign
grant licenses or territorial rights in respect
to, or otherwise to turn to account or DIS
pose of any copyrights, trade marks, trade
names, brands, labels, patent rights, letter
patent of the United States, or OF any other
country or government. or inventions, i'm
provements and processes, whether used IN
connection with or secured under letter pat
ent or otherwise.
ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum OF
one hundred thousand (SlOOOU.OOl dollars,
divided into and represented by One Thou
sand Q,ooO) shares Of common stock OF the
par value of one hundred $4,000 dollars
each. The capital stock may be increased to
the sum of One Hundred and Fifty Thousand
(SlS0OOOO0 Dollars. Said stock shall be
paid for in installments of such amounts and
at such times as the board of directors may
determine but any part or parcel Of said
stock may be issued by said Board of Direc-
tors at not less than par in payment OF la
Dor done, services rendered or property &C
tually received by. said corporation. The
said stock shall be transferable on the
books of the Corporation. subject to such
rules and regulations the board Of Di-
rectors may adopt
ARTICLE IV.-All the corporate powers of
this corporation shall be vested in and ex-
ercised by Il board of Seven % directors, to
be composed of stockholders. majority of
whom shall constitute a quorum for the
transaction of any business. The Board OF
Directors shall be vested with full power and
authority to make all contracts. purchases and
sales and adopt all bylaws, rules and
regulations for the government and affairs
of the Company, and alter, mend and change
the same at pleasure; appoint, hire and dis
charge, all officers, agents and employees,
fix all salaries and generally to do and per-
form all things necessary in the transac-
ton of the business and affairs of the Com
pany. Any vacancy occurring in said Board
snail De filleu by the remaining directors
in the manner provided for in the bylaws.
The first Board OF Directors Of this Corpo-
ration shall consist of Alfred c. Sinclair;
Dr. Frank II. Hardenstein; Francis J.
Semmes; David c. Loker Van Buren, Harris
W. L. Halsey, and Lutcher Sinclair, who
shall hold office until the second Tuesday in
January. 1920, and until their successors are
duly elected and qualified On the second
Tuesday of January, 1920 and annually
thereafter, an election for directors shall be
held at the office of the Company, under
the supervision of two commissioners to be
appointed by the Board of Directors. and
the Directors then elected, shall take their
seats Immediately and shall hold office until
their successors are duly elected and quail
fled. Each board shall elect its own officers
and shall consist of President Vice Presi-
dent, Secretary and Treasurer. All corpo-
rate elections shall be by ballot and a ma
jority of the votes cast shall elect, and at
all stockholders meetings. held for any pur-
pose. each share of stock shall be entitled
to one vote, either by person or by proxy,
by the person in whose name same is reg
stered on the books of the Company Writ
ten notice of stockholders meetings shall be
given TO each stockholder by the Secretary
at least fifteen days prior to elections by
mailing same, postage prepaid. to his last
known address. Any Director absent from
the City of New Orleans. or unable to at
tend meetings of the Board of Directors,
may give his written proxy to any other
Director, and said proxy shall be voted in
accordance with written instructions of the
Director granting same.
ARTICLE V,-This act of Incorporation
may be changed. altered or modified or the
Corporation may be dissolved in any manner
prescribed by law; or with the consent of
represented at a general meeting of the
stockholders convened for that Drrnosa after