The herald., 1920-02-12
CHARTER
ApTtcIEs OF INCORPORATION OF D.
WARNER & CO., INC

ApTtcI.Es OF INCORPORATION OF D.
n WARNER & CO., INC.
United States of America, state . OF ~ ao1 ns-
lana city OF New Orleans, Parish Oh 81,
leans Re It known, that on THIS JUN
dsy az the month of December, In the year
one thousand, nine hundred anu hine .
before me, Martin III. ManionI not snS
o1hIic duly sworn, commissioned anu
ansiiaed. in and for the Parish OF VI
mans. state Of Louisiana, and In the pses
epce of the hereinafter named anu uau .h
signed. personally came ana appeaa .nh
persons whose names are hereunto
Srihed who declared that, awaiting tnem
seives Of the provisions OF the genera
laws of this State relative 10 tne oIsa n.os
tion Of corporations, they nave cohse -..aa.t.
and agreed, and do, by these aans
covenant and agree, bind, form ana con ar-
stitute themselves, as wen as sucn pc
sons as may hereafter join or become
scciated with them. into eorpS Sta.,s and
body polite in law, for the oolects anu S
purposes and under the agreements anu
fluctuations following, to-wit; .s,.
tPTICIR 1.-The name and title OF tnis
corporation shall be j; +: warn ass,i have
and enjoy all the rights mad prNnesII1s
granted by law to corperations IL sna
exist for a period OF ninety niue 20
from this day; SHAH nav pornorste
name: TO make and use corporate IN. :
20 hold, receive, purchase, convey, moI,
gage, hypothecate or pledge properly Doll
real and personal; 10 lssue OoHI', - !,
and other obligations; TO have and employ
such managers. directors, 1eefs, ass md
and other employees as IT, interest aho
convenience of said corporation may re-
quire, and to make and estaDnsn suen "
laws, rules and regulations for the prope.
MANAGEMENT and control OF the affairs .,
said corporation as may be necessary anu
expedient.
ARTICLE 1.-THE domicile Of said cor
poration shall be in the City OF New VI
Of
tions and other legal process SHAH De
served on the President and in his ao-
sence on the Vice-President, and IN tne
absence Of both, upon the Secretary-ireas
urer of said company.
ARTICLE III.-The object and purposes
for which this corporation is organised
and the nature Of the business 70 De car
ried on by it, are hereby declared 10 De
TO act as agents for ire, life and other
insurance companies, and to do 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
dfteeu thousand dollars ($15,OOO.OO) di-
yided into $50 shares Of the par value OF
one hundred dollars per share, whlch snaLi
be paid for in cash when subscribed ioI,
or for the purchase Of property AS tne
Board of Directors may direct. Whicn
said capital stock may be increased 10
sum Of one hundred thousand dollars
($I00,0O000) by vote OF two-tnnus
the stock present or represented az a
meeting called specially for that purpose
in the manner pointed out by law during
the period between the call for the mess-
ing and the meeting, the persons hviu
ing stock at the time shall have the risn'
to take shares of the additlonai or Ih-
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 tne
Board Of Directors for the benent OF tne
CORPORATION, at not less than their par
value All shares of stock shall be full
paid and worcestershire. No transfer OF
stock shall be binding on the company
unless recorded upon its books ana meoe
in pursuance Of its charter and bylaws
None Of the stockholders shall have tnt
right to assign, transfer any OF the snare.
held by any of them without hrst having
offered same to the Board OF DIRECTORS
w1ich shall have the right to purchase
them withia sixty days thereafter AZ tneil
value to be determined by arbitration en-
of the arbitrstors TO be appointed by u,
Board of Directors. one by the holder o
the shares to be sold, and one to be nance
by those two arbitrators. All shares puf
chased by the company may be fe-issnet
by II at not less than the par value
. Ins,e cs sra Of stock: These share
are issued and shall be held subject q
, the charter and bylaws Of the corpora
ton"
ARTICLE v.-The business and affair
Of this corporation shall be managed an,
three directors Robert Il. Courtin, Presi
deaf; II. ID. Richardson. Vice President
and Mrs Marie G. Warner, Secretary
Treasurer. shall constitute the nsst bosf,
the arst, Monday in January, 1921, or unit
their successors have been elected an
qualified. On the first Monday In Jan
uary, Of 1921 and annually tn srss =. =
once Of the company. after ten days MOTTO
in writing shall have been given eac
etockholder at his last known address Q
the time and place of Holding SAID annus
election. The voting for directors shall 3
by ballot, and each stakeholder shall
entitled to cast one vote for each shar
owned by him which has been standing y
his name at least ten days prior to IN
day OF election. In case any director Q
oficer should resign or die before the en-
of his term Of office, the vacancy may o
filed by the remaining directors by IN
election Of a qualified stoekh n IN M \,
has been elected ut the next annual meet
ing. The Directors at their first meeting
shall elect a President, Vice-Presiden
and Secretary Treasurer, all, OF wnol
ARTICLE vI-The majority Of IN
Board of Directors shall constitute
quorum for the transaction OF all CUISINES
Of the company. Said Board OF Directoi
shall have the power to appoint all agent
clerks, and employees. and fx their sal
aries and compensation. They shall hav
the power to make, change, alter an
modify all the proper bylaws, rules an
regulations for carrying this charter mi
effect, and for the management OF q
business Of the corporation. Any OF q
said Directors shall have the right 70 del'
gate to any other Director, In writing, an
Of the rights and powers enjoyed by mn
as such Director. AL checks, notes m
obligations of the corporation shan
signed by at least two Of the ofhcers,
an ofhcer and employee appointed by q
Board.
ton may be changed. modified or alters.
or this corporation may be dissolved WI!
the assent OF two-thirds Of the share hoI(
trs. Of all the stock Of the corporation
n general meeting convened for that pu
nose and after ten days written notice
this meeting has been given through MAJ
Addressed to each share holder at his a.
known place Of residence. In case Of al
solution by the expiration Of this charte
or otherwise. the stockholders shall eiel
pensation, and to whom one year shall
granted for the liquidation Of the Anal
OF the corporation. In case OF death
disability Of any one Of said commissioI
era the survivors or the remaining cor
missioners, shah appoint successor
him.
ever be held liable or responsible Tor q
contracts, faults ar debts, Of said corperi
lion. nor shall any mere informally In 4
organization have the effect Of renderin
this charter null, or Of exposing steel
holder to any liability beyond the unpal
balance on the shares owned by him.
Thus done and passed In my ONCE 9
the day. month and year hrst above wa