The herald., 1919-10-23
CHARTERS
CHARTER OF HIGGINS-TITUS-SMI
COMPANY, INC,

United States of America, State of Louisi.
ana. Parish of Orleans, City of New Or
leans Be it known, that on this Thirtieth
day of the month of September in the year
of our Lord nineteen hundred and nineteen,
and of the Independence the United
States OF America, the one hundred and forty
| fourth, before me, Allan Raymond Beary, a
duly qualified Notary Public in and for the
city, parish and state aforesaid, and in the
presence of the hereinafter named and un-
dersigned witnesses, personally came and ap-
peared the persons subscribing hereto, who
declared that awaiting themselves of the
constitution and laws OF this State relative
to the organization of corporations they have
covenanted and agreed and do by these pre-
sents agree and bind themselves, their sue
cessors and assigns and such other persons as
may hereafter become associated with them,
20 form and TO constitute a corporation IN
der the following articles of Incorporation.
ARTICLE 1.-The name of this corpora
ton shall be "Higgins-Titus- Smith Company,
Inc.
ARTICLE 1.-THE objects and purposes
for which this corporation is formed are to
carry on a general insurance business, as
general agents, or brokers, or agents for in
surance companies, located in this city, or
elsewhere, doing Fire, Life Accident and
Health Compensation, Burglary, Casualty
Marine, Liability, Automobile Insurance, and
any other forms of insurance authorized by
law to be carried on in the State of Louisi-
ana, or any of the United States; and gener
ally to enjoy and exercise all the rights and
immunities permitted or granted by law to
such corporations, and necessary inciden-
tai to its business.
ARTICLE III-The capital stock of
this corporation is hereby fixed at the sum
of Fifteen Thousand (Sl5,O0O) Dollars, divid-
ed into fifteen hundred Q.5OO) shares OF
the par value OF Ten (SlO) Dollars per
share, to be paid for in cash, property and
good will, or by labor done. Certificates
of stock shall be signed by the President
or Vice President and the Secretary.
No stockholder shall have the right to
dispose of his stock without having first
offered It, in writing, at its then book
value. through the Board of Directors to
the other stockholders, who shall have the
first right to its purchase for ten days
from the date of said written offer; should
no stakeholder purchase same, the Board
of Directors shall have the right for the
next succeeding five days to purchase said
stock at said price for the corporation, and
such stock will then become treasury stock,
to be disposed of as may be determined by
the Board of Directors for cash, property
actually received by or labor actually done
for the corporation or for stock in other
corporation, or the same may be used to
decrease the capital stock to the amount al
lowed and in the manner provided by law.
ARTICLE IV.-The domicile of this cor
poration is fixed in New Orleans, Lous-
ana. Citation shall be served on the Presi-
dent, in his absence the Vice President,
in the absence of both, on the Secretary
Treasurer, if one officer; if two. on the
Secretary, and in the absence of all three,
on the Treasurer.
ARTICLE V.-The corporation in its cor
porate name shall have the right to have
and enjoy succession for ninety-nine years
from the date of this charter; to sue and to
dicton; to make and use common seal
and alter the same at pleasure; to ac-
qulre property, real personal and mixed
in and out OF the State Of Louisiana, by
grant, gift purchase, devise or bequest;
to lease, hold and to dispose of, and to
mortgage and pledge the same; to appoint
such officers and agents as the bushes
of the corporation may require; to fix their
and to dismiss them at its
pleasure; to increase or diminish its capt.
tai stock; to make bylaws not inconsis-
tent with any existing law, fixing or al
terlng the management of it's property, the
and government of it affairs
and the manner of the certification and re-
gistration of its stock; to acquire and flo,d
stock in other corporations, and if desirable
to issue its stock in payment for cap;..,
stock in other corporations, and to sell,
hypothecate or pledge such stock to acquire
its own stock by purchase or otherwise and
to dispose of or retire same, provided that
the capital stock of this corporation shall |
not be diminished below the amount pro- |
vided by law; to conduct business in this |
State, other states, the Federal Districts. i
The Territories and possessions of the United |
States and in foreign countries: to wind |
Ip and dissolve itself and generally to en-. |
oy all rights and privileges and immuni- |
les granted by law to such corporations.
ARTICLE VI.-All the corporate powers !
If this corporation shall be vested in and |
exercised by Board of Directors to be COM
,osed of seven stockholders, each of whom
hall own in his own right not less than one
ull paid and unpledged share of stock, to
De selected by the stockholders annually
beginning at the annual meeting of 1921. |
The Board of Directors shall at their first
Meeting after the annual election, elect from
heir number President and a Vice-Presi-
lent and General Manager, and Secretary
Treasurer.
The Board of Directors shall have the right
t any time to increase their number, not to
xceed fifteen Q5); and all additional num-
ers and vacancies shall be filled by the re-
naming Board of Directors. The first Board
t Directors shall consist of John P. Hig
ins, Jr, B. Simeon Titus, Samuel Gluck,
oseph Coin, and Allen X. Beary, all resi-
ents of the City of New Orleans. State of
,ouisiana; James W. Smith; Sr. and James
Smith, Jr., residents of the city of Hous-
on, Texas, and A. S. Hammet, a resident
the City of Memphis Tennessee; with the
aid John P. Higgins, Jr., as President, B.
imeon Titus. as Vice President and General
fanager, and James w. Smith, Sr, as Sec
heir successors are elected and qualified
fter the first annual stockholders meeting
4 1921.
The annual meeting of the stockholders for
ne election of Directors, and such other
usiness as may come before it, shall be held
n the third Tuesday OF January of each
ear. beginning in 1921 All elections shall
e by ballot. The failure to elect shall not
AGATE any office, and all officers shall hold
yer until their successors are elected and
uaified. All vacancies in the Board OF
directors of officers shall be filled by the
directors. With the written con-
mt of all the directors meeting of the
GARD of Directors may be held outside of
lie State of Louisiana, or within the State ,
sewhere than at the corporations domicile. | ,
irectors may re represented at any meeting
the Board by written proxy. The Board {
Directors may, when it deems it necessary,
'nvene meetings of the stockholders.
ARTICLE Vt1.-Each stakeholder SHALL | :
every meeting of the stockholders, be en- !
tied to one vote, in person or by written /,
oxy, for each share of capital stock held
him, he may send his vote by letter. :
e signature of which must be Acknowledged :
fore notary public or other officer author :
ed to take affidavits. Shares of stock in :
is corporation legally or equtably belong !
G to it shall not be voted, directly or in y
rectly. Notice, of stockholders meetings :
all be in writing and shall be delivered to :
ch stakeholder, at least fifteen days before !
e date of such meeting by depositing such !
'tice in the post office, post prepaid, ad- :
essed to each stakeholder to his last ad- :
ess which mrst be furnished to the Sec I
tary by. such stakeholder, or such notice t