The herald., 1920-01-22
CHARTER
CHARTER OF THE sOUTHERNER PUB
LISTING COMPANY, INC.


United States Of America. State of Louis
lana, Parish of Orleans, CITY OF N s,s,,b
leans. Be it knwn, that on TINS hiteenLn
dav of the month of December, III the
wear of our Lord, one thousand hine
hundred and nineteen and OF the ln !
incidence of the United States OF AineIlca'
The one hundred and forty-tourth, Dei1Ie
me Arthur John Peters, notary puOuc,
duly commissioned and qualified, In ana
for the City of New Orleans, IN the rdr>
ish of Orleans, and State OF Louisldna,
domiciIed in the said City, Parish anu
Stata and in the presence of the witnesses
hereinafter named and undersigned per
sonally came and appeared the seNeLhi
persons whose names are hereunto SUI
scribed. all above the full age Oh MA
iority who severally declared that, aNalI.
ING themselves of the provisions OF ACT
M 267 of 1914 as well as of the general
laws of the State of LOUISIANA relatNe "
the organizations of corporations, my
hereby form themselves INTO h anu and
stitute a corporation for the OBJECTS anu
purposes, and under the situations mere
matter set forth.
ARTICLE 1.-The name and title OF
this corooration is hereby declared TO DE
"The Southerner Publishing Cohpans'
Inc" Its domicile shall be IN the 'ny
of New Orleans, and ii shall nave anu rn-
ioy succession and corporate existence py
its corporate name for period OF nine
ty-nine (g9) years from and after the
date hereof.
This CORPORATION shall have power ana
authority to contract, sue ana be useu III
its corporate name; to make anu use q
corporate seal; TO hold, receive, hlre ana
purchase real and personal properly, ana ana
to sell, mortgage or pledge the same anu
TO borrow money and issue bonds, hotes
and other obligations.
All citations or other legal process shan
be served upon the President. and IN the
event of his absence or lnaDlllty 10 aes
from auy 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 10 oe car
ried on by il are declared to be: TO pup
fish monthly magazine called Inc
Southerner" magazine OF the New
South; to secure subscriptions, sell al
yertising and carry on all business IN con
nection with the publication of said man.
azine; and to conduct and carry on a gen.
eral publishing business.
| ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum
of five thousand ($5.OO000l dollars, d.
vided into and represented by one thous,
and Q,OO0) shares of common STOCK OF
| the par value of five $500 dollars each
The capital stock maybe increased to the
sum of ten thousand (SlOOOO.OO) dollars.
|
stallments of such amounts and at sucf
| times as the Board of Directors may de
termine but any part or parcel OF salt
stock may be issued by said Board o
Directors at not less than par in pay
ment of labor done, services rendered o
property actually received by said cor
poration.
The said stock shall be transferable oil
the books of the corporation, subject Z
such rules and regulations as the boar
of directors may adopt
ARTICLE Iv.-All the corporate power
of this corporation shall be vested Il
and exercised by a board of three 90 di
rectOrs, to be composed of stakeholder,
a majority of whom shall constitute
quorum for the transaction of any bust
ness The board of directors shall
vested with full power and authority {
make all contracts, purchases, and sale
. and adopt all bylaws, rules and regul;
! lions for the government and affairs {
the Company, and alter amend and chang
the same at pleasure; appoint, hire an
discharge. all officers, agents and en-
!. plOyees, fix all salaries and generally {
do and perform all things necessary
the transaction of the business and a
: fairs of the Company. Any vacancy o.
n curing in said Board shall be filled b
: the remaining directors in the mann,
!, provided for in the bylaws.
y The first Board of Directors of tn
h corporation shall consist of Henry Nj
e Cullough, John Mcclure and owen
# Whitaker, who shall hold office until Il
second Tuesday in January, 1921, and III
d til their successors are duly elected m
: qualified. The Post Office address
l. each of said Directors is, New Orlean
: La. on the second Tuesday Of Januar
v 1921, and annually thereafter, an electit
;, of directors shall be held at the office
g the Company under the supervision
10 two commissioners to be appointed
ha of
n then elected, shall take their seats immed
ately and shall hold office until the
N successors are duly elected and qualifie
>, Each board shall elect its own office
a. and shall consist of President, Vic
70 President, and Secretary Treasurer, un
i, the annual meeting to be held on the sc
=. ond Tuesday of January, 1921, the folio
~ ing shall be the officers of the corporate
rs viz:-Henry Mccullough, President; Ow
81 G. Whitaker, ice-President and John u
:. !. Clure, Secretary Treasurer.
All corporate elections shall be by b;
NJ lot, and a majority of the votes cast sh
4 elect, and at all stockholders meetin
n held for any purposes, each share of sto
a. person or by proxy, by the person
+, whose name same is registered on
~ books of the Company. Written not
:. of stockholders meeting shall be given
a. least fifteen days prior to elections
u. mailing same. postage prepaid, to
MT last known address. Any director abse
as from the City of New Orleans, or unal
OK to attend meetings of the Board Of Dir
u tors, may give his written proxy to a
ng other Director, and said proxy shall
. voted in accordance with written instr,
Ill tions of the Director granting same.
n ARTICLE V.-This act of Incorporate
in may be changed, altered or modified
all the corporation may be dissolved in q
manner prescribed by law; or with
n consent of three-fourths (3-4) of the ste
lis present or represented at a general NEE
he of the stockholders convened for that D
~ pose after thirty 1907 days prior not
ad of such meeting shall have been given
he publication in one of the daily new spap
an published in the city of New Orleans,
~ five publications during said period, q
=. such changed as may be made in ref
~ ence to the capital stock shall be m:
~ in accordance with the then existing Ia
'at on the subject.
OF ARTICLE vI-whenever this corpo
an ton Is dissolved, either by Limitation
MI its charter or for any cause, its affs
ALI shah be liquidated by three 90 comm
sioners to be appointed by the stockho
his ers at meeting of the stockholders C
bic vened for that purpose after thirty
is, days prior notice shall have been given
ny the Secretary to each stakeholder. Said c.
ere missioners shall remain in office until
me affairs Of said corporation shall b
or been fully liquidated. In case Of
IL death of either commissioner the &
Inc vivor shall continue to act.
eto ARTICLE VII.-Ne stakeholder in
i've corporation shall ever be held liable