The herald., 1920-01-15
CHARTER
CHARTER OF THE sOUTHERNER PUB
LISTING COMPANY, INC.

United States of America, state OF LOUIS
lana, Parish of Orleans, Guy OF ~ Ss''th
leans BE il knwn, that on TINS hileehtn
day of the month of December, III the
wear of our Lord, one thOusanu' nii'
hundred and nineteen and or the lhu'-
pendence of the United States OF America
The one hundred and forty fourth, bef0r, |
mo Arthur John Peters, notary pupH',
duly commissioned and quaIlheu, III an, anu
for the City of New Orleans, IN the ihf>
! ish of Orleans, and State or LOuislah',
domiciIcd in the said City, Parish ana
state and in the presence Of the witnesses
hereinafter named and undersigned per,
| sonalIy came and appeared the SeV'rai
/ persOns whose names are hereunto SUP
/ scribed all above the full age or ma
iority who severally declared that, afah-
ing Shemselves of the provisions OF ACt
/ No 261 of 1914, as well as OF the Etnerai
| laws of the State of Louisiana, relative 10
/ the organizations of corporations, theS
| hereby form themselves into, ana con,
I stitute a corporation for the objects ana
/ purposes and under the situations mere
matter set forth.
| ARTICLE 1.-The name and title OF
/ this CORPORATION is hereby declared 10 ne
/ "rTba Southcrner Publishing Company,
! Inc" Its dOmicile shall be in the Clty
of New Orleans, and il shall nave ana en-
| ioy succession and corporate existence ny
! its corporate name for period or nine
tv.nine (99) years from and after the
date hereof.
This corpOration shall have power and
authority TO contract, sue and be used III
/ its corporate name; TO make anu use
corporate seal; to hold, receive, hire ana
purchase real and personal property, ana
/ 70 soil mortgage or pledge the same ana
TO borrow money and issue bonds, NOTES
and other obligations.
All citations or other legal process SHAH
he served upon the President, anu III tne
event of his absence or lnabiilty 10 acs
from any cause, the same snail De serNeu
nf no
| ARTICLE 1.-THE objects and purposes
for which this corporation Is established
and the nature of the business to be car
ried on by il are declared to be: TO pup
lish a monthly magazine called ne
Southerner," magazine OF the New
South; to secure subscriptions, sell adj
| yertisinC 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
vided into and represented by one thous-
and G.OOO shares of common stock OF
the par value of five 5000 dollars each.
The capital stock maybe increased TO the
sum of ten thousand (SlO,OOO.OO) dollars.
Said stock shall be paid for in in
stallments of such amounts and at sueh
times as the Board of Directors may de
termine but any part or parcel of said
. stock NAV 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.-AI the corporate powers
OF this corporation shall be vested IN
and exercised by a board of three go dl-
| rectors to be composed of stockholders
a majority of whom shall constitute II
quorum for the transaction of any busi-
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
l tions 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 oc-
j 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
e Cullough, John Mcclure and Owen Z.
( Whitaker. who shall hold office until the
second Tuesday in January, 192l, and I'M
4 til their successors duly elected and
: qualified. The Post Office address of
: each of said Directors is, New Orleans,
: La. On the second Tuesday of January,
Y 1921, and annually thereafter, an election
. of directors shall be held at the office of
$ the Company under the supervision or
o two commissioners to be appointed by
q the Board of Directors, and the Directors
A then elected, shall take their seats immedi-
ately and shall hold office until their
h successors are duly elected and qualified.
!, Each board shall elect it's own officers
"A
. President, and Secretary Treasurer, until
J, the annual meeting to be held on the sec
!. ond Tuesday of January, 1921, the follow
y ing shall be the officers Of the corporation,
= viz :-Henry Mccullough, President; Owen
! G. Whitaker, Vice-President and John nc
y Clure, Secretary Treasurer.
All corporate elections shall be by bal
. lot, and a majority of the votes cast shall
elect, and at all 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 stakeholder by the Secretary AZ
= least fifteen days prior to elections by
I mailing MAJ tg, same postage pre-; paid to his
: from the City of New Orleans, or unable
to attend meetings of the Board of Direc-
a tors, may give his written proxy to any
other Director, and said proxy shall be
;, voted in accordance with written instruc-
II tons of the Director granting same.
j. ARTICLE V-This act of incorporation
n may be changed, altered or modified or
n the corporation may be dissolved in any
manner prescribed by law; or with the
i consent of three -fourths (3-4) of the stock
9 present or represented at a general meet
o OF the stockholders convened for that pur.
: pose after thirty (30) days prior notice
\ Of such meeting shall have been given BY
o publication in one of the daily newspapers
y published in the city of New Orleans, by
= five publications during said period, and
!. such changed as may be made in refer
= ence to the capital stock shall be made
= in accordance with the then existing laws
: on the subject.
ARTICLE vI.-Whenever this corpora
n ton Is dissolved, either by limitation OF
U its charter or for any cause, it's affairs
II shall be liquidated by three go commits
sioners to be appointed by the stockhold-
g ers at a meeting of the stockholders con-
e yened for that purpose after thirty 500
;, days prior notice shall have been given by
y the Secretary to each stakeholder. Said Com
e missioners shall remain in office until the
z affairs of said corporation shall have
r been fully liquidated. In case Of the
/ death of either commissioner the sur
e vivor shall continue to act.
o ARTICLE vII-No stakeholder in this
e corporation shall ever be held liable OF
| rpSDOnsihlp the contracfa mr. foultS M