The herald., 1919-06-26
CHARTER

rights, title, interest and ownership in and
| to the songs described in this article, par
| ticulary in and to the song words and
music, in composition styled That's How
I'd Love a Girl Like YOU" together with
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 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 al the rate of Twelve
| 5O/lO0 dollars in excess of the par value
| TO be received by paid to the salesman,
solicitor or agent selling for the corporation,
| as title and exclusive compensation or COM
! mission for his services in disposing of such
stock. In the event any stock is sold
| through application therefor to the corpora
ton itself or at its office or place of bust
| ness, the Two 50/l00 ($2. 50) dollars, referred
| to, as compensation commission to the
! salesman, shall go to the credit of the gen
eral fund as part of the assets of this
poration, and each share SO disposed of shall
bear evidence of the fact by stamp across
the face of the stock. but it shall be lawful
| and proper for any officer of this corpora
| tiOn or any stakeholder or other person who
procureS purchaser for stock, TO collect and
| TO receive and be paid the said Two 50/ 100
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 on all the
shares of stock issued by this corporation,
that the holder or purchaser thereof may
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
to this corporation the benefit of first choice
| or preference on equal terms and conditions
with any other person or 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.
| walton in favor of such composer or origina-
| tor OF / per cent royalty all copies sold
by TINS corporation and one half Q/O 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-
| =
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.
IRE 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
ing and charging such forfeiture of stock
| TOR the violation of the provisions of this
| article; and said entry shall have full force
| ana erect as against any third holder of
| such stock, who shall have no right to have
| SAID stock transferred on the books of this
| corporation where forfeiture thereof is evil
| denced or entered the books as aforesaid
| ARTICLE VIII.-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
| which may be cast by the stakeholder or
| by ms agent, in the manner provided by law.
| Inc Gharter OF this corporation may be
amended by vote of two thirds of all its
| STOCK at meeting of the stockholders duly
| called Tor the purpose, and the capital stock
| may be increased or decreased by the vote
| OF threetourths of all its stock at a meeting
OF the stockholders duly called for that pur.
pose
ARTICLE IX.--The corporate powers of
| this corporation shall be vested in Board
OF Directors, to be selected by stockholders
| at general meeting to be held on the End
Monday OF June in each year. The Board
OF Directors shall have power to make by
| laws, rules and regulations for the proper
conduct OF the affairs of this corporation,
| and shall elect from their number, Presi.
dent and Secretary Treasurer.
] ARTICLE X.-This corporation shall have
| power to sue and be sued in its corporate
| name, to make and use common seal and
| alter the same at pleasure, to acquire prop
| 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.
Porations generally, particularly under Act
| 367 of 1914
| ARTICLE Nl.-Cntil the election to be
held as hereinabove provided, the following
shall constitute the first Board of Directors,
who shall hold office until their successors
snail have been elected and duly qualified:
| ~ }. Clesi, lO02 State Street; Paul English,
| St Johns Court House H; Joseph Verges
93 5. Hagan Ave; with n; J Clesi as Presi.
9 p,' gosePn NJ. Verges, Nice-President, and
Paul English, Secretary Treasurer.
Thus done and passed. at the City of New
orleans, on the day, month and year herein
| first above written, in the presence of Mes
sleurs Richard A Dowlin and w. A. Nunez,
| competent 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, ss4 shares;
Jos M. Verges, s33 shares; Paul English,
| 833 shares.
| SIDNEY F. GAUTIER,
Notary Public.
/, the undersigned, Recorder of Mortgages,
| IN 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
Day duly recorded in my office, in Book
| 1928, Folio COZ.
New Orleans, June 10th, 1919
(Signed EMILE J. LEONARD, by. X.
hereby certify that the above and fore
going is true and correct COPY of the or;
gina! Act OF Incorporation of the Universal
Music Publishers Inc, on file in my Notar.
ial Office. -'''a'
New Orleans, La, June 18th, 1919.
SIDNEY F.. GAUTIER
June 8-July 81.