The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-15
CHARTERS.

and may hereafter De authorlzeu 10 nave
and possess under the Constitution and
Laws of this State and particularly under
Act 267, of the acts Of the General AS
sembly of the State of Louisiana, for the
year 1914, and the amendments thereto
ARTICLE 1.-THE domicile of this
corporation shall be the City of New Or
leans, Parish of Orleans, State or LOUIS
lana, and all citations and other legal
process shall be served upon the first
Vice President of this corporation, or IN
case of his absence, upon the second wee.
President, or i'll the absence or Doth or
these officers, upon the Treasurer of this
corporation.
ARTICLE Iu.-The objects and pur-
poses for which this corporation is formed,
and the nature of the business TO be ear
ried on by it, are hereby declared TO be
to engage in the business OF acting as
agent and broker in effecting hre, life
| accident, marine and all other kinds OF
insurance for any and all insurance com
panies in the transaction OF the lnsur,
ance business in all its branches, and
generally to perform all things connected
with the insurance agency business, and
| to act as agents for warehOuSing com
panies, and TO perform all things per
| tanning to said business; ana TO carry on
any other business which, under the law,
| il may be entitled to carry on which may
| seem to the corporation to be calculated,
| directly or indirectly, to effectuate the
aforesaid objects, or either of them, or TO
| facilitate il in the transaction OF its
| aforesaid business or businesses or any
part thereof, or in the transaction OF any
| other lawful business that may be cal
culated directly or indirectly to enhance
the value Of, or to render prOtitably any
| of the companies properties and rights, and
| generally to hold and exercise all such
| incidental powers and privileges, and do
and perform all things as relate to the
| objects and purposes hereinaboye set
forth, or as may be needful, necessary,
proper, useful or convenient for effect
| ing said objects and purposes.
ARTICLE Iv.-The authorized capital
stock of this corporation is hereby fixed
and declared To be the sum of seventeen
thousand, five hundred dollars (Sl1,5OO.OO),
divided into one hundred and seyenty-hve
115) shares of one hundred dollars
| (slO0.O0) each. which has been subscribed
| for at the time of the signing OF the
| original charter. of this corporation.
The capital stock shall be represented
| by certificates, and shall be personal prop
| erty No transfer of said capital stock
| shall be binding upon this corporation
| unless made in accordance with its charter
and bylaws and recorded on the books
| thereof.
ARTICLE V.-No stakeholder. or his
| legal representative. shall be allowed TO
| sell, exchange, grant, give. ALLEVIATE, dis
pose Of convey, devise or beQueSt his
stock until he first offers in writing
| through the Secretary of this corporation,
| to sell the same to the remaining stock
| holders at its actual book value, and the
| remaining stockholders in proportion TO
| their then holding shall have the right
| within ten Q0) days TO decide whether
| they shall purchase same or not, and said
| other stockholders desiring to purchase
| all or part of the offered stock under this
| article must in due time give written
| notice of such desire to the Secretary of
| this corporation.
For the purposes of this article. the
l hall 10 lat raI l,,
| the figures as of the closing of the books
| at the nearest earlier date. The purchase
shall be for cash, and If not purchased
| then by them, the stock may be sold or
| otherwise disposed Of to any other person
| or persons. Any stakeholder of this cor
| poratiOn may devise or beQuest stock in
this corporation to any other stakeholder
| in this corporation; but is expressly pro-
hibited from devising or requesting stock
| in this corporation to any person not
already stakeholder in this corporation.
No sale or transfer of stock of deceased
person can be made except as abou'
stated, save to the stockholders, and this
| Article V shall be printed on each and
every share of stock.
mo sale or other transfer or assignment
| or bequest or devise of stock in this cor
pOration shall be valid until and unless
| opportunity to purchase such stock has
| first been given in the manner hereinabove
| provided.
1 'ARIItLE N1.-aIl the corporate pow
| ers of this corporation shall be vested
| in and exercised by Board of Directors,
| which shall all consist of the stockhold-
ers of the corporation. Each Director
shall be entitled to one (D vote for each
share Of stock standing in his name on
the books of this corporation, to be cast
in person or by proxy, and three fifths
of the votes cast shall govern.
"The Board of Directors shall at each
first annual meeting elect from their num-
| Der President, First yicePresident, a
| Second Nice-President, a Secretary and n
| Treasurer, and such other officers as the
Board of Directors may select, and shall
from time to time as they see fit, appoint
or employ any such other employees as
| they shall deem necessary. The Board of
| Directors shall have power to fix the sal
| aries of all officers, and of all such other
| employees, as they deem necessary. The
Board of Directors shall have power to
make and establish, as well as alter and
amend, all bylaws, rules and regulations
| necessary and proper for the conduct and
| management of the business and affairs
OF this corporation not inconsistent with
| its charter, said Board shall also have full
power and authority to borrow money
through the President or some other duly
| authorized person or persons, to execute
| mortgages, issue notes, bonds or other
| obligations in such amounts and on such
| terms as in their judgment may be ad
| yantageous and generally to do all
things reasonably necessary for the prop
/ ct carrying Oh VI the business OF tnlS cor
poration, and shall have power to do all
such acts and things as may be neces-
sary to carry out the objects and pur-
poses for which this corporation is organ
lied.
Directors holding or representing three
fifths of the stock of this corporation shall
constitute a quorum for the transaction
Of business. At any meeting of the Board
any Director absent from the meeting may
be represented by proxy. The Board OF
Directors shall have the power to sell.
lend, mortgage or pledge any and all the
property, movable or immovable. belong
ing to this corporation, and to receive in
consideration thereof money, or stock, or
bonds, or other obligation of another cor
poration, and also to purchase for cash
or on credit property Of any kind re-
quired for any Of the purposes of this
corporation.
ARTICLE vII.-This charter may be
amended modified or altered, or this cor
poratiOn may be dissolved and its affairs
liquidated in the method and manner pro-
vfded by law as now or hereafter in force
at any time by the vote of three-fifths of
the stockholders in general meeting con-
vened and called for that purpose by the
Board of Directors, after ten (10) days
notice In writing has been given to each
stakeholder in the manner provided in
this charter; and whenever this corpora
ton shall be dissolved by limitation, or
otherwise. its affairs shall be liquidated
by the Board Of Directors then in office
ARTICLE VIII.-No stakeholder Of thi
corporation shall ever be held liable or
responsible for the contracts or faults of