The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-22
CHARTER.

laws OF this State relative to the organiLa-
I ton Of corporations, they have convensnted
and agreed, and do, by these presents,
| covenant and agree, bind, form and con-
| stitute themselves, as well as such per
sons as may hereafter join or become as
| ISOLATED with them, into a corporation and
purposes and under the agreements and
| stipulations following, to-wit
ARTICLE THE name and title of this
corporation shall be j. +. Warner & Co.
| Inc, and under that name ii shall have
and enjoy all the rights mad privileges
granted by law to corporations; it shall
| exist for period OF ninety nine years
from this day; II shall have power to
contract, sue and be sued in its corporate
name; to make and use "A corporate seal
TO hold, receive, purchase, convey, mort
gage, hypothccate or pledge property both
| real and personal; to issue bonds, notes
and other obligations; to have and employ
such managers, directors, officers, agents
and other employees as the interest and
convenience of said corporation may re-
quire, and TO make and establish such by
| laws, rules and regulations for the proper
management and control of the affairs of
said corporation as may be necessary and
/ eNpedient.
ARTICLE 1.-THE domicile of said cor
poration shall be in the City of New Or
| leanse, State of Louisiana, and all cita-
tons and other legal process shall BE-
served on the President and in his alb
| sence on the Vice President, aud in the
| absence of both, upon the Secretary Treas
urer of said company.
ARTICLE lII.-The object and purposes
for which this corporation is organized.
and the nature of the business to be car
ried on by it, are hereby declared to be
to act as agents for fire, life and other
| insurance companies, and to do a gen
eral insurance business either as agents or
as solicitors for other companies
ARTICLE IV.-The capital STOCK Of this
corporation is hereby fixed at the sum of
hfteen thousand dollars ($l5,O0O.0O) di-
vided into $50 shares of the par value of
| one hundred dollars per share, which shall
| be paid for IN cash when subscribed for,
| or for the purchase of property, as the
Board OF Directors may direct. Which
said capital stock may be increased to a
| sum of one hundred thousand dollars
| tSlOO,OOO.0O) by vote of two-thirds OF
| the stock present or represented at a
meeting called specially for that purpose
| in the manner pointed out by law: during
| the period between the call for the meei-
ing. and the meeting, the persons hvId-
ing stock at the time shall have the right
to take shares of the additional or in
| creased stock proportionate to the num-
Der of shares owned by them respectively,
and any share not taken at the expiration
| of said period may be disposed of by the
Board Of Directors for the benefit of the
corporation, at not less than their par
| value. All shares of stock shall be full
paid and non assessable. No transfer of
stock shall be binding on the company,
unless recorded upon its books and made
| in pursuance of its charter and bylaws.
None of the stockholders shall have the
| right to assign, transfer any of the shares
| held by any of them without first having
| offered same to the Board of Directors,
which shall have the right to purchase
them within sixty days thereafter at their
| value, to be determined by arbitration. enc
of the arbitrators to be appointed by the
Board of Directors. one by the holder or
the shares to be sold and one to be named
by those two arbitratOrs. All shares puT-
chased by the company may be re-issued
by 1t at not less than the par value.
There shall be written or printed across
each certificate of stock: These shares
are issued and shall be held subject to
the charter and bylaws of the corpora
tion."
ARTICLE v.-The business and affairs
of this corporation shall be managed and
conducted by a Board of not less than
three directors; Robert 4. Courtin, Presi-
dent; III. ID. Richardson, Vice President,
and Mrs. Marie e.. Warner, Secretary
Treasurer, shall constitute the first Board
Of Directors. who shall hold office until
the first Monday in January, 1921. or until
their successors have been elected and
qualified. On the first Monday in jan
uary, Of 1921 and annually thereafter an
election for directors shall be held at the
| Office of the company, after ten days notice
, stakeholder at his last known address Of
the time and place of Lolding said annual
election. The voting for directors shall be
3 by ballot. and each stakeholder shall be
, |
owned by him which has been standing ia
his name at least ten days prior to the
day of election. In case any director or
3 officer should resign or die before the end
of his term of office, the vacancy may be
filled by the remaining directors BY the
election of a qualified stakeholder in his
, place, who shall serve until his successor
> has been elected at the next annual meet
ing. The Directors at their first meeting.
shall elect a President a Vice President
and a Secretary Treasurer, all Of whom
must be chosen from their own number.
| ARTICLE VI.-The majority of the
, Board OF Directors shall constitute a
! quorum for the transaction of all business
OF the company. Said Board of Directors
shall have the power to appoint all agents.
clerks, and employees, and fix their sal
aries and compensation. They shall have
the power to make, change. alter and
modify all the proper by laws, rules and
regulations for carrying this charter into
, effect. and for the management of the
business Of the corporation. Any Of the
said Directors shall have the right to dele-
gate to any other Director, in writing. any
as such Director. All checks, notes and
obligations OF the corporation shall be
, signed by at least two of the officers. or
an officer and employee appointed by the
Board.
ARTICLE vII.-This act Of incorpora-
! ton may be changed, modified or altered,
, or this corporation may be dissolved with
: the assent Of two-thirds of the share hold
eTS, Oh Ill tue SUCK Oh Ine COTpOrdtlOu Z
a general meeting convened for that pur-
pose, and after ten days written notice Of
! this meeting has been given through mail,
addressed to each share holder at his last
: known place Of residence. In case of dis
solution by the expiration of this charter,
3 or otherwise the stockholders shall elect
three liquidators to serve without CON-
pensation, and to whom one year shall be
! granted for the liquidation of the affairs
) of the corporation. In case Of death or
disability Of any one Of said commission
e ers, the survivors or the remaining com
! missioners, shall appoint a successor to
q him.
ARTICLE VIII.-No stakeholder shall
ever be held liable or responsible for the
5 contracts, faults ar debts, of said corpora
e ton. nor shall any mere informally In It's
organization have the effect of rendering
this charter null, or of exposing a stock
g holder to any liability beyond the unpaid
l balance on the shares owned by him.
Thus done and passed in my office On
Q the day, month and year first above writ
/. ten, in the presence of NJ. G. Stein and
. Gladys Jene, competent witnesses, who
have signed with the appearers and me
the Notary. after reading of the whole.
(Originad Signed)
Witnesses:
, NJ. G. Stein,
Gladys Jene.
!, MARTIN Fl. MANIOE.
D Notary Public.
l. the undersigned Recorder of Mort
cages, in and for the Parish Of Orleans,
State of Louisiana do hereby certify that
tho ohova and foraUoinO Act of Incopnar-