The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-24
CHARTER.


commission 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 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 (Sl00.UOOU) donars, divided into
represented by one thousand U0OO) 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, fran
chises, property, servitudes, leases, or any
part thereof, owned or controlled by said
person or corporation also in payment, set
element and adjustment of the costs, fees,
charges and expenses incurred for services
rendered in the formation and organization
# this corporation, and in acquiring and
bringing about the purchase of the property,
tights. permits and franchises aforesaid
also for cash in installments of such
amounts as the Board of Directors may de-
termne; 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, any part thereof
to Edwin ]. Gillian, in exchange for con-
tract he has with the Southern Selling Syn
dictate, a commercial partnership domiciled
in the City of New Orleans, by which said
Southern Selling Syndicate has agreed to
over to said Edwin ]. Gillian all its
good will archives and all other assets.
ARTICLE V.-All the powers of this cor
poration shall be vested in and exercised by
Board OF five 90 directors, 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 at the office of the corpora
tion, and of all such meetings, as well as
al meetings of stockholders, except when
otherwise required by law, fifteen days
tice shall be given, either personally or by
1epositing in the Post Office, properly adj
dressed to each stakeholder. such notice be
ing addressed TO the stockholders last desig
mated address, or at the General Delivery
at New Orleans, Louisiana, if he has not
designated address, and announcing the
time and place of the meeting. Each share
holder shall be entitled to one vote for each
share of stock standing in his name 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 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
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 a President, a Vice President,
and they shall likewise elect, but not neces-
sarily from their number, a 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 10
make and establish, well alter and
amend, all bylaws, rules and regulations
necessary and proper for the support and
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
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 services, or
property, or rights actually received by said
corporation 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 quorum for the trans
action of any business at any meeting of the
Board of Directors. Any Director absent
from the meeting shall be represented by
any Director by written proxy.
Until the next general meeting to be held
under this charter, on the first Monday of
September, 1919, until their duly quail
fed successors are 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
J. Gillian, President and Treasurer, Louis
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 af-
fairs shall be Hquidated by three stock
holders to be appointed at a general meeting
Of stockholders convened for the purpose of
liquidation, as hereinafter provided, each
share of stock being entitled to one vote to
be cast by the holder, either in person or
by proxy. Said commissioners shall remain |
in office until the affairs of said corporation
shall be fully settled and liqudated, and |
they shall have full power and authority TO |
transfer and give title to all the property |
and assets of the corporation, and to disrri |
butte the proceeds. In case of death, dis |
ability, or resignation of one or more COM |
missioner or commissioners, the vacancy |
shall be filled by the surviving commissioner |
)r commissioners.
ARTICLE VII.-This act of incorporation |
nay be modified, changed or altered, or this |
corporation may be dissolved with the con-
ent of three fourths of all of its stock, rep.
esented at a general meeting of the stock.
holders convened for such purpose, after pre-.
'ious notice shall have been given in one of
more daily newspapers published in the
Parish of Orleans, State of Louisiana, once
week during thirty days preceding such |
Meeting, and upon the date of such meeting,
md by notice mai led at least fifteen days
'rior to such melting to each stakeholder
Who appears as such on the books of the CON-
ANY, to the Post Office address designated
~ him; and in of failure to designate
IN address, to the General Delivery, City of
lew Orleans. Any change which may be
proposed or made in reference to the capital
took of said corporation shall be made in
ccordance with the laws of the State OF
louisiana, on the subject-matter of altering
he amount of stock of said corporation. 1t
nay be increased or diminished upon COM
lance Herewith
The capital stock may be increased to a
maximum of two hundred thousand (S2OO,OOO Ool
ollars. No stakeholder shall ever be held
Eults of said corporation in any further sum
han the unpaid balance due on shares of
took owned by him, nor shall any mere
nformality in organization have the effect |