The herald. [volume] (New Orleans, La.) 1905-1953, 1919-08-14
CHARTER.

do all kinds of commercial, brokerage and
COMM ssion business; and, IN connection
Herewith, to own, hold, lease, buy, sell or
| otherwise acquire real, personal and mixed
property of all kinds; to borrow money, to
execute securities therefor, including nego-
table bonds, and to do any and all things
necessary or incidental to the conduct OF any
| bushes or businesses this corporation Is
authorized by its charter to conduct; to hold
and exercise all such incidental powers and
privileges relative to the objects heretofore
| set forth.
ARTICLE IV.-The capital stock of said
! corporation is hereby fixed at One Hundred
| Thousand ($lO0UOOO) douars, divided into
or represented by one thousand QOo) shares
of one hundred $4,000 dollars each. The
| whole of said stock or any part thereof may
| be issued and delivered to any person, firm
or corporation for the requirement OF the
| rights, privileges, contracts, permits, tran
| chises, property, servItudes, leases, or any
| part thereof, owled or controlled by sad
person or corporation also in payment, set
| Element and adjustment of the costs, ices,
| charges and expenses incurred for services
| rendered in the formation and organization
| of this corporation, and in acquiring and
| bringing about the purchase of the property,
| rights, permits and franchises aforesaid,
also for cash or in installments of such
amounts as the Board of Directors may de-
| termine also for property received ser
vices actually rendered to this company. The
Board of Directors herein created IS specially
authorized to dispose of the stock or any part
thereof, for any and all of the purposes above
| stated, and it is particularly authorized To
dispose of said stock, or any part thereof,
| 10 Edwin ]. Gillian, in exchange for CON
tract he has with the Southern Selling Syn
dicate commercial partnership domiciled
| in the City of New Orleans, by which said
Southern Selling Syndicate has agreed to
turn over to said Edwin J. Gillian all its
good will, archives and all other assets.
ARTICLE V.-Au the powers of this cor
poration shall be vested in and exercised by
Board of five 50 directors, a majority OF
whom shall constitute quorum. Said
Board of Directors shall BE elected annu-
ally on the first Monday OF September Of
each year, the first election to be held in
the year 1919. All such elections shall
be viva voce at the office OF the corpora
ton, and of all such meetings, as well as
all meetings of stockholders, except when
otherwise required by law, fifteen days no.
tice shall be given, either personally or by
depositng in the Post Office, properly ad-
dressed 10 each stakeholder, such notice be
ing addressed to the stockholders last desig-
rated address, or at the General Delivery
at New Orleans, Louisiana, il he has not
designated an address, and announcing the
time and place of the meeting. Each share
holder shall be entitled 10 one vote for each
share of stock standing in his name on the
books OF the company, said vote to be cast
in person or by proxy, and the majority Of
the votes cast shall elect. The Board Of
Directors shall have power to fill all vacan-
cies which may occur on the Board. Failure
to elect the Board of Directors on the day
| above specified shall not dissolve the cor
poration but the directors then in office shall
remain in office until their successors are
elected. Due notice Of election shall forth
with be given, above provided and such
notice of election shall be continued TO be
given until an election is held. The Board
| of Directors at their first meeting following
each annual election shall, out of their
number, elect President, a Vice President,
| and they shall likewise elect, but not neceS-
| Sarilv from their number Secretary.
| Treasurer, and such other officers as the
Board of Directors shall deem necessary.
The Board shall have power in its discretion
to unite two or more offices, and the same
to confer upon one person, and shall have
the power to fix the salaries of all officers.
The Board of Directors shall have power to
make and establish, as well as alter and
amend, all bylaws, rules and regulations
management of the business and affairs OF
said corporation, and not inconsistent with
: its charter. Said Board shall also have full
power and authority to borrow money through
: the President or some other duly authorized
agent or agents, TO execute notes or other
obligations in such amount and on such
, terms as in their judgment may be advan-
tageous, and generally to do all things rea-
, sonably necessary for the proper carrying
on of the business of the corporation; also
to issue and deliver full paid shares of stock
or obligations of said corporation in payment
OF money borrowed, labor or services, or
: corporation as heretofore set forth, and shall
, have power to do all such acts and things
as may be necessary to carry out the OBJ
jects and purposes for which this corporation
is organized. The majority of the existing
. board shall constitute a quorum for the trans
! action of any business at any meeting of the
Board of Directors. Any Director absent
I from the meeting shall be represented by
any Director by a written proxy.
Until the next general meeting to be held
under this charter, on the first Monday OF
. September, 1919, or until their duly quail
! fled successors elected and installed, the
: Board of Directors shall be composed Of
Edwin ]. Gillian, Louis X. Purdom, Osa ]
: Smythe, Horace V. Place and Leonard l.
: Minthorn, all of whose Post Office address
= es are New Orleans, Louisiana; with Edwin
]. Gillian, as President and Treasurer, Louis
E X Purdom, as Vice President and General
! Manager, and Osa J. Smythe, as Secretary.
: ARTICLE VI.-Whenever this corporation
shall be dissolved, from any cause, its at
v fairs shall be liquidated by three stock
;. holders to be appointed at a general meeting
i of stockholders convened for the purpose o.
: liquidation, as hereinafter provided, each
|. share of stock being entitled to one vote II
r be cast by the holder, either in person OF
t, by proxy Said commissioners shall remain
> in office until the affairs of said corporation
= shall be fully settled and liquidated, anC
they shall have full power and authority t.
8 transfer and give title to all the property
| and assets of the corporation, and to distri
ability, resignation of one or more com
missioner or commissioners, the vacancy
shall be filled by the surviving commissions
;. or commissioners.
u ARTICLE Widths act of incorporation
{ may be modified, changed altered, or thi
{ corporation may be dissolved with the con
= sent of three-fourths of all of its stock, rep
y resented at a general meeting of the stock
| holders convened for such purpose, after pre-
vious notice shall have been given in one o.
more daily newspapers published in th
: Parish of Orleans, State of Louisiana, one,
y week during thirty days preceding sucl
e meeting and upon the date of such meeting
?, land by notice mailed at least fifteen day
:, prior to such. meeting to each stockholde
who appears as such on the books of the com
4 pany, to the Post Office address designated
8 by him; and in of failure to designate
an address, to the General Delivery, City o
New Orleans. Any change which may b
proposed or made in reference to the capita
stock of said corporation shall be made ii
accordance with the laws of the State o
Louisiana, on the subj ect-matter of altering
T. the amount of stock of said corporation. /
may be increased or diminished upon com
pliance Herewith
The capital stock may be increased to
; maximum of two hundred thousand (S200,000.0n
dollars. No stakeholder shall ever be he'll
y liable or responsible for the contracts o
q faults of said corporation in any further sur
a. than the unpaid balance due on shares o
., stock owned by him, shall any mer
u nformality in organization have the effec