The herald., 1919-08-21
CHARTER.


ARTICLE V.-AI the powers OF this cor
poratlon shall be vested in and exercised b,
| a Board OF five 81 directors, 4 majority O
whom shall constitute 4 quorum SaI'
! Board OF Directors shall be elected anuu
ally on the first Monday Of September .
each year, the first election to be held j,
! the year 1919. All such elections shall
! be viva vOCe at the office of the corpora
| tlOn, and OF all such meetings, as well a.
! all meetings OF stockholders. except wheI
/ otherwise required by law, fifteen days no
/ tee shall be given, either personally or by
| deposItiug in the Post Office, properly ad
| dressed 70 each stakeholder, such notice be
! ing addressed to the stockholders last desig
ratcd address, or at the General Delivery
| AZ New Orleans, Louisiana, If he has no
| designated an address, and announcing tn,
! time and place Of the meeting. Each share
holder shall he entitled 10 one vote for eacl
share Of stock standing in his name on the
books OF the company, said vote to be cas-
IN person or by proxy, and the majority Of
the votes cast shall elect The Board OF
| Directors shall have power to fill all vaCau.
clcS which may occur the Board. Failure
to elect the Board of Directors on the day
above specified shall not dissolve the cor
pOratlOn, but the directors then in office shall
elected. Due notice 0f election shall forth
with be given, as above provided and such
notice OF election shall be continued 10 be
given until an election is held. The Board
each annual election shall, out OF their
number, elect a President, a Vice President,
and they shall likewise elect, but not neCes-
Sarly from their number, a Secretary, a
Treasurer, and such other officers as the
Board of Directors shall deem necessary.
The Board shall have power in its discretion
10 unite two or more offices, and the same
10 confer upon one person, and shall have
the power to fix the salaries OF all officers.
The Board Of Directors shall have power to
make and establish, as well alter and
amend, all by laws, 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
obligations IN such amount and on such
terms as in their judgment may be advau-
tage7us, 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 or 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
Jccts and purposes for which this corporation
Is organized. The majority of the existing
board shall constitute quorum for the trans
Board OF Directors. Any Director absent
from the meeting shall be represented by
any Director by a written proxy.
Until the next general meeting 70 be held
under this charter, on the first Monday OF
September, 1919. or until their duly quail
fled successors are elected and installed, the
Board of Directors shall be composed OF
Edwin J. Gillian, Louis X PurdOm, Osa J.
Smythe, Horace V. Place and Leonard L.
MInthorn. all OF whose Post Office address
III,
J. Gillian, as President and Treasurer, Louis
X. Purdom, as Vice President and General
Manager and Osa ]. Smythe, as Secretary.
ARTICLE NI.-Whencver this corporation
shall be dissolved from any cause, its al
fairs shall be liquidated 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 liquidated, and
they shall have full power and authority 10
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 mmissioner
Of miSsioners.
ARTICLE VII--Ths act Of Incorporation
may be modified changed or altered. or this
corporation NAV be dissolved with the con.
sent OF three iourths Of all of its stock, rep.
resented at a general meeting of the stock.
holders convened for such purpose, after pre-.
yIouS notice shall have been given in one o:
more daily newspapers published in the
Parish OF Orleans, State OF Louisiana, once
a week during thirty days preceding such
meeting, and upon the date of such meeting.
and by notice mailed at least fifteen DAYS
prior to such meeting TO each stakeholder
who appears As such on the books of the CON-
Dany. to the Post Office address designated
by him; and in case of failure TO designate
an address, to the General Delivery, City OF
New Orleans. Any change which may be
proposed or made in reference to the capital
stock OF said corporation shall be made in
Louisiana, on the subject-matter of altering
he amount of stock of said corporation. 1t
may be increased or diminished upon COM
DlianCe Herewith
The capital stock may be increased to a
maximum of two hundred thousand C$2OOOCO on |
dollars. No stakeholder shall ever be held
liable or responsible for the contracts or
aults of said corporation in any further sum !
han the unpaid balance due on shares of
stock owned by him, nor shall any mere
If rendering this charter null, or of expos,
ng any stockholder to any liability beyond |
he amount due his stock.
ARTICLE NIIL-The said contract of the |
>outhern Selling syndicate with the said |
edwin J. Gillian, heretofore fully described |
n this charter, which is TO be conveyed TO |
his corporation, for twenty thousand &c.
10000 dollars par value of the stock of this |
operation, is hereby appraised by the stock
folders OF this corporation as being fully |
worth twenty thousand (S20OOOO0 dollars
Md in order that this charter may serve
s the original subscription list, the sub
cribers hereto have indicated opposite their
espective signatures. the number of shares
stock subscribed for by each of them
Thus done and passed in my office, at che
ity of New Orleans, State of louisiana on
he day, month and year first above written,
n the presence of John ]. Relley and Ben.
locke, competent witnesses. who have here
nto subscribed their names, together with
lie. Notary, and said appearers, after due
eading of the whole.
Witnesses: Jno. J. Kelley. Ben. Hocke.
Original Signed f. J. Gillian, 1900 St
ferdinand St, 200 shares; E. J. Gillian. 1900
t. ferdinand ST., 100 shares; L. X Purdom,
'32 Foucher St, 100 shares; Osa ]. Smythe
I'll So. Claiborne Ave, 100 shares; H. "
lace, S2ll So Claiborne We, 50 shares;
eonard L. Minthorn, 5503 Magazine ST., 50
hares.
JOS. A. CASEY,
Notary Public.
I, the undersigned Recorder of Mortgages.
and for the Parish of Orleans, State OF
ouisiana, do hereby certify that the above
nd foregoing Act of Incorporation of the
Southern Selling Syndicate, Inc" was this
ay duly recorded in my office in Book !
New Orleans, La, July -, 1919.
EMILE J. LEONRD, by. R.