The herald., 1919-07-03
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 mat loW
| Id Love a Girl Like You" together with
| the right of publication and sale thereon 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 tins sale
and transfer is made by the SAID Paul Eng
lsh and accepted by this corporation, acting
| through the directors above referred TO- IN
| full settlement of the stock subscribed 10 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
! 5OEO0 ($l2.50) dollars per share, the Two
| 5000 dollars in excess of the par value
! to be received by or paid to the salesman,
| solicitor or agent selling for the corporation
as 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
ton itself at its office or place OF busi.
ness, the Two 50/l00 $3.50 dollars, referred
! to, as compensation or commission to the
! salesman, shall 20 to the credit OF the gen
| eral fund as part of the assets of this cor
poration and each share so disposed of shall
/ bear evidence of the fact by stamp across
the face OF the stock but 1t shall be lawful
| and proper for any officer of this corpora
! ton or any stakeholder or other person who
! procures purchaser for stock, to collect and
to receive and be paid the said Two 5O/lOO
| dollars commission herein provided as com
penSation 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, equal terms and conditions
with any other person or corporation, TO
purchase any songs. or musical composition
| they either of them shall or may produce
| compose 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 origina
| tor Of per cent royalty on all copies sold
| by this corporation and one half Q/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
| this 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
ing and charging such forfeiture of stock
for the violation of the provisions of this
| II ant Shal hay-a f,,n
| and effect against any third holder of
| such stock. who shall have no right to have
| said stock transferred the books of this
| corporation where forfeiture thereof is evil
! denced or entered on 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 stoc k shall be entitled to one vote
winch may be cast by the stakeholder or
| by his agent, in the manner provided bv law
| Inc charter 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 three -fourths of all its stock at a meeting
of the stockholders duly called for that pur,
pose.
! ARTICLE IN.-The corporate powers of
+, this corporation shall be vested in a Board
| OF Directors, 10 be selected by stockholders
| at general meeting to be held on the End
1
| 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 a Secretary Treasurer.
| ARTICLE N.-This corporation shall have
power to sue and be sued in its corporate
| name, to make and a 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-
" \ md NJ ar 4la-
corporation shall be endowed with all the
powers granted by law in this State to Cor
Porations generally, particularly under Act
267 of 1914.
| ARTICLE XI.-Until the election to be
held as herenabove provided, the following
| shall 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
st oh mss. Court At. HOUSE N Joseph Verge:
dent; Joseph NJ. Nerges, Vice-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
sieurs 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 ]. Clesi, S34 shares
JOS. M. Verges, 1873 shares; Paul English,
1888 shares.
| SIDNEY F. GAUTIER,
| Notary Public.
l, the undersigned, Recorder of Mortgages,
in and for 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
tSigned EMILE J. LEONARD, by. R.
| hereby certify that the above and fore.
going is a true and correct copy of the orr
glnal Act of Incorporation of the Universal
Music Publishers Inc, on file in my Notar.
ial Office.
New Orleans, La, June 18th, 1919.
SIDNEY F. GAUTIER
Notary Public.
June 26-July 81.