The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-29
CHARTER
CHARTER OF THE SOUTHERNER PUB
LISTING COMPANY, INC.


United States of America, State of Louis
lana. Parish of Orleans, City OF New Ut
leans. BE it knwn, that on TINS niteensn
dav of the month of December, in the
wear of our Lord, one thousand, nine
hundred and nineteen and OF the lhue-
pendence of the United states OF America
the one hundred and forty fourth, beiore
me. Arthur John Peters, notary pubnc,
duIy commissioned and qualified, in ana
for the City of New Orleans, in the Par
ish of Orleans, and State OF Loulsiaha,
domiciled in the said City, Parish ana
State, and in the presence OF the witnesses
hereinafter named and undersigned, per
sonally came and appeared the several
persons whose names are hereunto SUD-
scribed, all above the full age OF ma
jority who severally declared that, avail
ing themselves of the provisions OF Act
No 267 of 1914. as well as of the general
laws of the State of Louisiana, relative 10
the organizations of corporations, they
hereby form themselves into, ana con-
stitute corporation for the OBJECTS ana
purposes, and under the sltuatlohS mere
matter set forth.
ARTICLE 1.-The name and title or
this CORPORATION is hereby declared to be
"The Southerner Publishing Company,
Inc" Its domicile shall be in the City
of New Orleans, and 1t shall have and en-
Joy succession and corporate existence by
its corporate name for period OIL nine
date hereof.
This corporation shall have power and
authority to contract, sue and be used IN
it's corporate name; to make and use a
corporate seal; to hold, receive, hire and
purchase real and personal property, ana
to sell, mortgage or pledge the same ana
to borrow money and issue bonds, notes
and other obligations.
All citations or other legal process shah
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 car
ried on by it are declared to be: To pub
lish monthly magazine called The
Southerner," magazine of the New
South: to secure subscriptions, sell ad-
vertising and carry on all business in con-
nection with the publication of said man.
azine; and to conduct and carry on gen
eral publishing business.
ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum
of five thousand ($5.0O0O0) dollars, d.
vided into and represented by one thOus-
and Q,0O0) shares of common stock of
the par value of five $500 dollars each.
The capital stock maybe increased to the
sum Of ten thousand SlO,0O0e0) dollars.
Said stock shall be paid for in in
stallments of such amounts and at such
times as the Board of Directors may de-
termine, but any part or parcel Of said
stock may be issued by said Board of
Directors at not less than par in pay
ment Of labor done, services rendered or
property actually received by said cor
poration.
The said stock shall be transferable on
the books of the corporation, subject to
such rules and regulations as the board
of directors may adopt.
ARTICLE Iv.-An the corporate powers
Of sthis corporation shall be vested in
and exercised by board of three 90 di-
rectors, to be composed of stockholders,
majority of whom shall constitute a
quorum for the transaction of any bust
ness. 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 regula
tons for the government and affairs of
the Company, and alter, amend and change
the same at pleasure; appoint, hire and
discharge, all officers, agents and en-
ployees, fix all salaries and generally to
do and perform all things necessary in
the transaction of the business and al
fairs of the Company. Any vacancy &C.
curing in said Board shall be filled by
the remaining directors in the manner
provided for in the bylaws.
corporation shall consist of Henry Nc
Cuilough, John Mcclure and owen c.
Whitaker, who shall hold office until the
second Tuesday in January, 1921, and I'M
qualified. The Post Office address of
each of said Directors is, New Orleans,
La. On the second Tuesday of January
1921, and annually thereafter an election
OF 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 immedi-
ately and shall hold office until their
successors are duly elected and qualified
Each board shall elect it's own officers
and shall consist, of a President Vice
President, and Secretary Treasurer, until
the annual meeting to be held on the Sec
ond Tuesday of January, 1921, the follow
ing shall be the officers of the corporation,
H:-Henry Mccullough, President; owen
Z. Whitaker, Vice President and John &c
Clure, Secretary-Treasurer
All corporate elections shall be by bal
lot, and majority of the votes cast shall
elect, and at air stockholders meetings
held for any purposes, each share of stock
shall be entitled to one vote, either by
person or by proxy, by the person in
whose name same is registered on the
Of stockholders meeting shall be given TO
each stockholder by the Secretary at
least fifteen days prior to elections BY
naming same, postage prepaid, to his
last known address. Any director absent
from the City Of New Orleans, or unable
10 attend meetings Of the Board of Direc-
Tors, may give his written proxy to any
o.nes director, and said proxy shall be
vo.eu IN accordance with written instruc-
tions OF the Director granting same.
ARTICLE V.-This act of INCORPORATION
may De changed, altered or modified or
the corporation may be dissolved in apy
manner prescribed by law; or with the
consent or three-fourths (3-D of the stock
present. or represented at a general meet
Oh the stockholders convened for that pur
pose after thirty 800 days prior notice
VI such meeting shall have been given nv
pupncation In one Of the daily newspa pers
published in the city of New Orleans bv
i've publications. during said pesiod- and
saeA- enanged as may be made in refer
ence 10 the capital stock shall be made
In accordance with the then existing laws
on the subject.
ARTICLE VI.-Whenever this cornor.-
tioh Is dissolved, either by Limitation of
us charter or for any cause its affairs
snaIi De hquidated by three (3) Commits
sloners to be appointed by the stockhold-
ers az q meeting Of the stockho lders con-
,enea ior that purpose after thirty l20l
uays prior notice shall have been given bv
the secretary to each stakeholder. Said Com
missioners shall remain in office until the
aIIairs OF said corporation shall have
peen fully liQuidated. In case of the
vivor shall continue to act.
ARTICLE vII.-Ne stakeholder in this
eorporauon shall ever be held liable or