The herald., 1919-01-23
CHARTER
CHARTER OF SINCLAIR MOTOR COM.
PANY, INC.

PANf, lNC.
United States of America. State of Louis
lana, Parish Of Orleans City Of New Or
leans. Be it known, that on this twenty
eighth day of the month OF December, IN
the year Of our Lord, one thousand. nine
hundred and eighteen, and OF the lndepen-
dence of the United States OF America, the
one hundred and forty-third. Before me,
Arthur John Peters. Notary Public. duly
rnmissioned and qualified, in and for the
City OF New Orleans, in the Parish OF Or
leans, and State Of Louisiana, domiciled 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. as 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
4 corporation for the objects and purposes.
and under the stpulationS hereinafter set
forth.
ARTICLE 1.-The name and title of this
corporation is hereby declared to be: Sim
clair Motor Company, Inc. Its domicile
shall be in the City of New Orleans and it
shall have and and enjoy succession and
corporate existence by its corporate name
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 a corporate seal; 10 hold re-
ceive. hire and purchase real and personal
property, and TO sell, mortgage or pledge
the same and to borrow money and issue
bonds, notes and other obligations All
citations or other legal process shall be
served upon the president. and in the event
of his absence or 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,
buy, sell. export, import, repair and gen.
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
10, 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 or government or inventions. i'm
provements and processes, whether used IN
connection with or 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 (Sl000O0O dollars,
divided into and represented by One Thou
sand 1900 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
(Sl50,OOOO0) Dollars. Said stock shall be
paid for in installments of such amounts and
at such times as the board OF directors may
determine, but any part or parcel OF SAID
stock may be issued by said Board of Drec-
AZ NOT
Dor done, services rendered or 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-
ercsed by board of Seven % 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 same 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 for in the bylaws.
| The first Board of Directors of this Corpo-
ration shall consist of Alfred c. Sinclair;
| DIR. 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 aud qualified. On the second
| Tuesday of January, 1920, and annually
| thereafter, an election for directors shall be
| held at the office of the Company, under
| the supervision Of two commissioners 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 duly elected and quail
fled. Each board shall elect its own officers
and shall consist of a President Vice Presi-
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 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
tend meetings of the Board of Directors,
may give his written proxy TO any other
Director, and said proxy shall be voted in
accordance with written instructions of the
Director granting same.
ARTICLE V.-This act of Incorporation
may be changed. altered or modified or the
Corporation may be dissolved in any manner
prescribed by law: or with the consent of
three fourths (5l) of the stock present or