The herald., 1920-02-05
CHARTER
CHARTER OF THE sOUTHERSER PUB
LISTING COMPANY, INC.


United States of America, State of Louis
lana. Parish of Orleans, City OF New VI
iaans He II knwn that on this hfteenth
day of the month Of December, In the
wear of our Lord, one thousand NM
hundred and nineteen and OF the ihuc
pendence Of the United states ., An Ito.
the one hundred and forty-foarth, Dei9re
me. Arthur John Peters, notary puDhc,
duly commissioned and quallned, IN anu
for the City of New Orleans, IN the far>
ish of Orleans, and State OF Louisiana
domiciled in the said City, Parish anu
state. and in the presence of the witnesses
hereinafter named and undersigned, per
sonally came and appeared the seVerai
persons whose names are hereunto SUI
scribed, all above the full age OF ma
iority who severally declared that, avail
ing themselves of the provisions Oh ACT
No. 267 of 1914, as well as OF the Reheral
laws of the State of Louisiana, relative 10
the organizations of corporations, they
hereby form themselves into, and con-
stitute a corporation for the objects ana
purposes, and under the situations here"
matter set forth.
ARTICLE 1.-The name and title OF
this corporation Is hereby declared 10 De
.The Southerner Publishing Company
Inc" Its domicile shall be in the CITY
of New Orleans, and Ii shall have and en-
10y succession and corporate existence by
its corporate name for a period OF nine
ty nine (99) years from and after the
date hereof.
This corporation shall have power and
authority to contract sue and be USED IN
it's corporate name; to make ana 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
be served upon the President. and In the
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 1t are declared to be: To pub
| lish a monthly magazine called Ihe
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.-Tbe capital stock of this
corporation Is hereby fixed at the sum
vided into and represented by one thous.
| and Q,000) shares OF common stock OF
| the par value of five $500 dollars each.
The capital stock maybe increased to the
sum Of ten thousand ($10,OOO.0O) 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.-All the corporate powers
Of this corporation shall be vested in
| and exercised by a board of three (3) d.
| rectors, to be composed of stockholders,
a majority Of whom shall constitute u
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
lions 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 ar
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.
The first Board Of Directors of this
corporation shall consist of Henry Nc.
Cullough, John Mcclure and Owen c.
Whitaker, who shall hold office until the
second Tuesday in January, 1921, and un.
til their successors are duly elected and
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 Director.
then elected, shall take their seats immedi
ately and shall hold office until theil
successors are duly elected and qualified
Each board shall elect its own officers
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
vz;1Henry Mccullough, President; Over
Z: Whitaker. Vice President and John nc
Clure. Secretary Treasurer.
All corporate elections shall be by bal
lot. and q majority Of the votes cast shall
elect, and at all stockholders meeting,
held for any purposes, each share of stool
person or by proxy. BY the person IL
whose name same is registered on tn,
books Of the Company. Written motto,
OF stoekholders' meeting shall be given t.
least fifteen days prior to elections BY
mailing same, postage prepaid, to hi
last known address. ANY director absent
rum tue lily OF New orleans, or unable
to attend meetings Of the Board Of Direc
tors may give his written proxy to any
other Director, and said proxy shall b.
voted In accordance with written instruc
tions OF the Director granting same.
ARTICLE V.-This act Of incorporation
may be changed, altered or modified OF
the corporation may be dissolved in any
manner prescribed by law; or with thu
consent Of three-fourths (3-4) of the stool
present or represented at a general meet
OF the stockholders convened for that pur
pose after thirty 900 days prior MOTTO,
OF such meeting shall have been given nv
puDncatfon In one of the daily neWspa er,
published In the city Of New Orleans b,
fiNe publications during said period. and
such changed as may be made I'm refer.
ence 70 the capital stock shall be mad,
In accordance with the then existing law,
on the subject.
ARTICLE vI-whenever this corpora.
ton Is dissolved, either by limitation OF
IT'S charter or for any cause its affair,
shall be liquidated by three (3 commits.
siOners to be appointed by the stockhold.
ers AT meeting of the stockholders con.
vened Tor that purpose after thirty 1901
days prior notice shall have been given BY
the Secretary to each stockho older. Said Com.
missioners shall remain in office until tns
anairs OF said corporation shall have
peen fully liQuidated. In case of the
death OF either Commissioners the sur.
vivor shall continue to act
ARTICLE vII.-Ne stakeholder in thi.
corporation shall ever be held liable OF
responsible for the contracts az Fault, n,