The herald., 1919-12-25
CHARTERS.


year 1914 and the amendments thereto.
ARTICLE 1.-THE domicile of this
corporation shall he the City of New Or
leans, Parish of Orleans, State of Louis
lana, and all citations and other legal
process shall be served upon the first
Vice President of this corporation, or in
case OF his absence, upon the second Vice
President, or i'll the absence of both of
these officers, upon the Treasurer of this
corporation.
ARTICLE IIl.-The objects and pur-
poses for which this corporation is formed,
and the nature of the business to be ear
ried on by it, are hereby declared to be
to engage in the business of acting as
agent and broker i'll effecting fire, life,
accident, marine and all other kinds of
insurance for any and all insurance com
panieS in the transaction of the insur-
ance business i'll all its branches, and
generally to perform all things connected
with the insurance agency business, and
to act as agents for warehOuSing com
panieS and to perform all things per
tanning to said business; and to carry on
any other business which, under the law
ii may be entitled to carry on which may
seem to the corporation to be calculated
directly or indirectly, to effectuate the
aforesaid objects, or either of them, or TO
facilitate il in the transaction of its
aforesaid business or businesses or any
part thereof, or i'll the transaction of any
other lawful business that may be cal
culated directly or indirectly to enhance
the value of, or to render probably any
of the companies properties and rights, and
generally TO hold and exercise all such
incidental powers and privileges, and do
and perform all things as relate to the
objects and purposes hereinabove set
forth, or as may be needful, necessary,
proper. useful or convenient for effect
ing said objects and purposes.
ARTICLE IV.-The authorized capital
stock of this corporation is hereby fixed
and declared to be the sum of seventeen
thousand five hundred dollars (Sl7, 100000,
divided into one hundred and seventy five
QIJ) shares of one hundred dollars
($I00.00y each, which has been subscribed
for at the time of the signing of the
original charter of this corporation.
The capital stock shall be represented
by certificates, and shall be personal prop
erty. No transfer of said capital stock
shall be binding upon this corporation
and bylaws and recorded on the books
thereof.
ARTICLE V.-No stakeholder, or his
legal representative, shall be allowed 10
sell, exchange, grant, give, ALLEVIATE. dis
pose of, convey, devise or bequeSt his
stock until he first offers in writing
through the Secretary of this corporation
to sell the same to the remaining stock
holders at its actual book value, and the
stockholders in proportion TO
their then holding shall have the right
within ten G0) days to decide whether
they shall purchase same or not, and said
other stockholders desiring to purchase
all part of the offered stock under this
article must in due time give written |
notice of such desire to the Secretary of
this corporation.
For the purposes of this article, the |
actual book value shall be determined by |
the figures as of the closing of the books |
ut the nearest earlier date. The purchase |
shall be for cash, and if not purchased |
then by them, the stock may be sold or |
otherwise disposed of to any other person |
Or persons. Any stakeholder of this cor |
Doration may devise or bequest stock in !
his corporation to any other stakeholder |
N this corporation; but is expressly pro- |
libited from devising or requesting stock |
in this corporation to any person not |
already a stakeholder in this corporation. |
No sale or transfer of stock of a deceased |
person can be made except as aboV |
stated, save to the stockholders, and this |
Article shall be printed on each and
very share of stock.
NO sale or other transfer or assignment
Or bequest or devise of stock in this cor
DOration shall be valid until and unless
opportunity to purchase such stock has
irSt been given in the manner hereinabOve
provided.
ARTICLE VI.-All the corporate pow
RS of this corporation shall be vested
n and exercised by Board of Directors,
which shall all consist of the stockhold-
RS of the corporation. Each Director
hall be entitled to one ~ vote for each
hare of stock standing in his name on
he books of this corporation, to be cast
n person or by proxy, and three fifths
# the votes cast shall govern.
"The Board of Directors shall at each
irst annual meeting elect from their num-
,er a President a First Vice President, a
second Vice-President, a Secretary and a
Treasurer, and such other officers as the
'oard of Directors may select, and shall
rom time to time as they see fit, appoint
II employ any such other employees as
hey shall deem necessary. The Board of
Directors shall have power to fix the sal
ries of all officers, and of all such other
Employees, as they deem necessary. The
Board of Directors shall have power TO
make and establish, as well as alter and
mend, all bylaws, rules and regulations
and proper for the conduct and
of the business and affairs
f this corporation not inconsistent with
IS charter, said Board shall also have full
over and authority to borrow money
through the President or some other duly
uthoriZed person or persons, to execute
Mortgages, issue notes, bonds or other
arms as in their judgment may be ad
antageous and generally to do all ,
lings reasonably necessary for the prop | ,
r carrying on of the business of this cor
GRAFTON. anu SndH nave power TO 90 all
lch acts and things as may be neces- ,
airy to carry out the objects and pur- {
oses for which this corporation is organ
ed. Z
Directors holding or representing three /,
fths of the stock of this corporation shall
institute a quorum for the transaction
business. At any meeting of the Board, =
ny Director absent from the meeting may y
? represented by proxy. The Board Of =
irectors shall have the power to sell. {
nd, mortgage or pledge any and all the u
roperty. movable or immovable belong
& to this corporation, and to receive in
thereof money, or stock, or q
,nds, or other obligation of another cor I
,ration, and also to purchase for cash a
on credit property Of any kind re- y
rporation. II
ARTICLE Widths charter may be L
nended, modified or altered, or this cor o
,ration may be dissolved and its affairs a
undated in the method and manner pro- p
ded by law as now or hereafter in force o
any time by the vote of three-fifths of G
e stockholders in general meeting con- Il
ned and called for that purpose by the Il
,ard of Directors, after ten Q0) days G
'tice in writing has been given to each G
ockhOlder in the manner provided in t.
is charter; and whenever this corpora s.
IN shall be dissolved by limitation. or o
herwise. it's affairs shall be liquidated a
the Board of Directors then in office
ARTICLE VIII.-No stakeholder of this q
rporation shall ever be held liable or q
sponsible for the contracts or faults of d
is corporation in any further sum than h
has subscribed; nor shall any mere q
formality in organization have the effect | =,