The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-10
CHARTER

rights, title. interest and ownership in and
to the songs described in this article, par,
ticularly in and to the song words ana
music, in composition styled mats How
I'd Love a Girl Like IOu, together win
the right of publication and sale thereof on
the open market, which song and musical COM
position is well and fully worth Eight Thou
sand Three Hundred Thirty dollars, and IS
hereby appraised by the Directors named in
this Charter, at said sum of Eight thousand
three hundred thirty dollars, and this sale
and transfer is made by the said Paul Eng
lish and accepted by this corporation, acting
through the directors above referred to- IN
full settlement of the stock subscribed to my
said Paul English.
ARTICLE Vino shares of stock of this
corporation shall be issued without full pay
ment thereof being made in advance; sales
of stock shall be made the rate OF Twelve
50/l00 ($l2.5O dollars per share, the Two
50/lO0 dollars in excess OF the par value
TO be received by or paid to the salesman,
solicitor or agent selling for the corporation,
title and exclusive compensation or COM
mission for his services in dispoSlng OF such
stock In the event any stock is sold
through application therefor TO the corpora
tion itself or at its office or place of bust
ness, the Two 50/lOO $3.50 dollars, referred
to, compensation comm ssion to the
salesman, shall go to the credit of the gen
eral fund part of the assets of this cor
poratIOn, and each share so disposed OF shall
the face of the stock, but it shall be lawful
and proper for any officer of this corpora
ton any stakeholder other person who
prOcqres purchaser for stock, to collect and
10 receive and be paid the said Two 50/I00
dollars commission herein provided as COM
pensatIOn on such sale, provided such credit
IS claimed in good faith to the satisfaction
of the corporation. The provisions of this
article shall be printed at large all the
shares of stock issued by this corporation
holder thereof m
have full notice OF the conditions under
which such stock Is issued and that the par
value of such stock is Ten $1,000 dollars
as fixed under Article of this Charter.
ARTICLE VII.-So long as the organizers
OF this corporation shall continue to hold
stock in this corporation, they hereby sew
orally bind and obligate themselves to give
10 this corporation the benefit OF first choice
or preference, on equal terms and conditions
with any other person corporation, to
purchase any songs, or musical composition
they or either OF them shall or may produce
compose or originate for publication or for
sale under protection of copyright or other
wise, such sale or purchase to be with reser
vation IN favor Of such composer or origina-
tor OF | per cent royalty on all copies sold
by this corporation and one half 0/2) of
all mechanical royalty contracts.
In order to fully enforce the provisions of
this article, it is further agreed and con
tracted by and between the organizers of
TINS corporation, that the failure of them or
either OF them to fully comply with the pro-
visions of this. article, shall at once forfeit
all OF his rights and interest in this cor
poration and shall forfeit his title to any
and all stock he has under his name upon the
books of this corporation. and such forfeit
ure of stock and penalty herein provided for
shall take effect and have full force as
against the stock in the name of such party
from the moment that proper entry shall be
made upon the books of the corporation show.
nf
Tor the violation Of the provisions of this
article, and said entry shall have full force
and effect as against any third holder of
such stock, who shall have no right 10 have
sald stock transferred on the books of this
corporation where forfeiture thereof is evi.
denced or entered on the books as aforesaid
ARTICLE NIII.-No transfer of stock shall
De binding upon this corporation unless same
appears on the books thereof. and each
share OF stock shall be entitled to one vote
whicn may be cast by the stakeholder or
by ms agent. in the manner provided by law
me charter OF this corporation NAV be
amended by vote OF two thirds of all its
STOCK at meeting Of the stockholders dulv
cdhed Tor the purpose, and the capital stock
may be increased or decreased bv the vote
OF threetourths OF all its stock at a meeting
OF the stockholders duly called for that pur7
pose.
ARTICLE IN.-The corporate powers of
this corporation shall be vested in Board
OF Directors, to be selected by stockholders
a. general meeting to be held on the End
Monday OF June in each year. The Board
OF Directors shall have power to make bv
laws, rules and regulations for the proper
conduct OF the affairs of this corporation
and shall elect from their number--a/Presi-
dent and Secretary Treasurer.
ARTICLE N.-This corporation shall have
power to sue and be sued in its corporate
name, to make and use common seal and
a
erty, real and personal, to lease, hold, mort
gage or dispose of the same to the full ex-
tent authorized by law, and otherwise this
corporation shall be endowed with all the
powers granted by law in this State to Cor
p POI generally, particularly under Act
ARTICLE NI.-Until the election to be
held as hereinabove provided, the following
snail constitute the first Board of Directors
who shall hold office until their successors
shall have been elected and duly qualified
\. J. Clesi, 1902 State Street; Paul English.
81; johns Court House H; Joseph Verges,
2O5 S. Hagan Ave; with n. j. Clesi as Presi,
dent; Joseph NJ. Verges, Vice President. and
Paul English, Secretary Treasurer
Thus done and passed, at the City Of New
Orleans, on the day, month and year herein
lirst above written, in the presence of Mes
witnesses, who have hereunto
signed their names with the said appearers
and me, Notary, after reading of the whole.
- Witnesses: Richard A. Bowling, w. A.
Nunez
Original Signed n. J. Clesi, 1874 shares;
los. NJ. Nerges, 833 shares; Paul English,
SIDNEY F. GAUTIER,
Notary Public.
l, the undersigned Recorder of Mortgages. |
n and tor the Parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing Act of Incorporation. of the |
: Universal Music Publishers, Inc, was this |
lay duly recorded in my office, in Book |
22S, Folio COZ.
New Orleans, June 10th, 1919.
(Signed EMILE J. LEONARD, by. R. |
L hereby certify that the above and fore |
gong IS true and correct copy of the orr |
'iina! Act OF Incorporation of the Universal |
Music Publishers Inc, on file in nv NotarI
al Office |
New Orleans, La, June 18th, 1919
SIDNEY F. GAUTIER |
L.. Notary Public