The herald. [volume] (New Orleans, La.) 1905-1953, 1919-01-09
CHARTER
CHARTER OF SINCLAIR MOTOR COM
PANY, INC.

PANY, INC.
United States of America, State of Louis
lana, Parish of Orleans. City of New Or
leans. BE it known, that this twenty
eighth day Of the month OF December, III
the year of our Lord, one thousand. nine
dence Of the United States OF America, the
one hundred and forty-third. Before me,
Arthur John Peters. a Notary Public, duly
cJnmis sioned and qualified, in and for the
City OF New Orleans, in the Parish OF Or
leans, and State OF Louisiana, dOmlclled in
the said city. Parish and State, and IN the
presence Of the witnesses hereinafter named
and undersigned; personally came and APP
peared, the several persons whose names are
hereunto subscribed. all above the full age
Of majority, who severally declared that,
avaling themselves Of the provisions of
Act No. 267 OF 1914 well as of the gen
eral laws of the State OF Louisiana, rela
tive to the organizations of corporations, they
hereby form themselves into. and constitute
a corporation for the objects and purposes,
and under the stipulations hereinafter set
forth
ARTICLE 1.-The name and title of this
corporation is hereby declared to be: SIN
clair Motor Company, Inc. Its domiclle
shall be in the City of New Orleans and it
shall have and and enjoy succession and
corporate existence by its corporate name
for period OF ninety nine kg9) 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 corporate seal; to hold. re-
ceive, hire and purchase real and personal
property, and to sell, mortgage pledge
the same and to borrow money and issue
bonds, notes and other obligations. All
citations other legal process shall be
served upon the president. and in the event
of his absence inability TO act from any
cause, the same shall be served upon the
Secretary of the Corporation.
ARTICLE 1.-THE objects and purposes for
which this corporation is established and
the nature of the business TO be carried on
by it are to be: To manufacture, assemble,
bay, SELL export. import, repair and gem
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. To 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 government. or inventions, i'm
provements and processes, whether used in
connection with 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 (Sl00,0O.00 dollars,
divided into and represented by One Thou
sand G,000) 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
(Sl5oOO0O0 Dollars. Said stock shall be
paid for in nstalments of such amounts and
at such times the board of directors may
determine. but any part or parcel OF said
stock nay be issued by said Board of Drec-
TORS at 1aSS in MT NJ Ia
Dor done, services rendered property ac
tually received by said corporation. The
said stock shall be transferable on the
books of the Corporation. subject TO such
rules and regulations as the board of Di-
rectors may adopt
ARTICLE IV.-All the corporate powers of
this corporation shall be vested in and ex-
ercised by board of Seven Cd 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 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
shall be filled by the remaining directors
IN the manner provided tor 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, election for directors shall be
held at the office of the Company, under
the supervision of two commi ssioners 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 a 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
istered on the books OF the Company Writ
ten notice of stockholders meetings shall be
given TO each stakeholder 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 anv other
Director. and said proxy shall be voted in |
accordance with written instructions of the |
Director granting same.
ARTICLE V.-Ths act of Incorporation |