The herald., 1920-01-29
CHARTER.

sons as may hereafter JOIN or become as
ISOLATED with them, into corporation and
| body polite in law, for the objects and
purposes and under the agreements and
! SupulatiOnS following, to-wit:
| ARTICLE 1.-The name and title OF this
corporation shall be j. r. Warner Co.
| Inc, and under that name IL shall have
and enjoy all the rights mad privileges
granted by law to corporations; il shall
exist for period Of ninety nine years
from this day; 1t shall have power to
contract, sue and be sued in its corporate
name; to make and use 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
expedient.
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 and 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 1t, 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
| fifteen thousand dollars ISIS OOOOO) di-
vided into 80 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 a vote of two-thirds OF
the stock present or represented at u
meeting called specially for that purpose
IN the manner pointed out by law; during
| the period between the call for the meet
ing. and the meeting, the persons hv,d-
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. one
Of the arbitrators to be appointed by the
Board of Directors, one by the holder OF
the shares to be Sold and one to be named
by those two arbitrators. All shares pur-
| by il 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
4 hn oh NJ nd IN Ian -
| ton"
| ARTICLE V.-The business and affairs
Of this corporation shall be managed and
| conducted by a Board of not less than
| three directors; Robert Il. Courtin, Presi-
dent; ii. ID. Richardson, Vice President
and Mrs. Marie G.. 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
in writing shall have been given each
stakeholder at his last known address of
the time and place of Lolding said annual
| election. The voting for directors shall be
by ballot, and each stakeholder shall be
entitled to cast one vote for each share
owned by him which has been standing In
his name at least ten days prior to the
day Of election. In case any director or
officer should resign or die before the end
Of his term OF office, the vacancy may be
filed 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 M.The majority Of the
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 bylaws, rules and
| regulations for carrying this charter inte
| 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
Of the rights and powers enjoyed BY him
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 incorpoga-
ton may be changed, modified or altered,
or this corporation may be dissolved with
the assent Of two-thirds of the share hold
ers, of all the stock Of the corporation At
q 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.
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
ers, the survivors or the remaining com
missioners, shall appoint a successor 10
him.
ARTICLE VIII.-No stakeholder shall
ever be held liable or responsible for the
contracts, faults ar debts, Of said corpora
ton, nor shall any mere informally In tts
organization have the effect Of rendering
this charter nun. or Of exposing a stock
holder to any liability beyond the unpaid
balance on the shares owned by him.
Thus done and passed in my ONCE or
J the day, month and year first above writ
ten, In the presence Of M. q. Stein and
Gladys Jene. competent witnesses, whs
have signed with the appearers and me
the Notary, after reading of the whole.
(Originad Signed)
| Witnesses:
M. G. Stein,
Gladys Jene.
MARTIN II. MANION.
Notary Public.
I, the undersigned Recorder of Mort
cages, in and for the Parish Of Orleans