The herald., 1920-01-15

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lana, city OF New Orleans, Parish of Or
leans. BE il known. that on this 30th
day Of the month of December, in the year
one thousand, nine hundred and nineteen:
before me, Martin II. Manion, notary
public duly sworn, commissioned and
qualified, in and for the Parish of OR
leans, State of Louisiana, and in the pres
encc of the hereinafter named and under
signed, personally came and appeared tho
persons whose names are hcrcuntO sub
scribed, who declared that, aydiling them
selves of the provisions of the general
laws of this State relative to the organizs-
ton of corporations, they have cOnycnanted
and agreed, and do, by these presents.
covenant and agree, bind, form and con-
stitute themselves, we'll as such per-
sons may hereafter join or become as
sociated with them, into a corporation and
body polite in law, for the objects and
purposes and under the agreements and
stipniationS following, towit:
ARTICLE 1.-The name and title of this
corporation shall he j. T.. Warner & Co.
Inc, and under that name ii shall have
and enjoy all the rights mad privileges
granted by law to cOrperatiOns it shall
exist for a period of ninety-nine years
from this day; it shall have power to
contract, sue and be sued in its corporate
name; to make and use corporate seal;
10 hold, receive, purchase. convey, mort
gage, hypOth"cate or pledge property both
real and personal; to issue bonds, notes
and other obligations; to have and employ
such managers, directors, officers, agents
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-
tions and other legal process shall be
served on the President and in his abb
sence on the Vice President, and in the
absence of both, upon the Secretary Treas
urer of said company.
ARTICLE III.-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 ($l5,OOO.OO) 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
tSl0OOOO.OO) by a vote of two-thirds OF
| the stock present or represented at a
| meeting called specially for that purpose
in the manner pointed out by law; during
the period between the call for the mesf-
ing, and the meeting, the persons Lv,u-
| 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. enc
OF the arbitrators to be appointed by the
| Board of Directors, one by the holder or
the shares to be sold, and one to be named
| by those two arbitrators. All shares pur-
chased by the company may be re-issued
by 1t 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
| the charter and bylaws of the corpora
| 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 4. Courtin, Presi-
| dent; III. ID. Richardson, Vice President,
and Mrs. Marie &. 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 Cor 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 Ia
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
| filled by the remaining directors By the
election Of 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 Secretary Treasurer, all of whom
| must be chosen from their own number.
| ARTICLE VI.-The majority Of the
Board Of Directors shall constitute u
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
| modify all the proper bylaws, rules and
| regulations for carrying this charter into
| 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
as such Director. All checks, notes and
| 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 incorpora-
ton may be changed, modified or altered.
or this corporation may be dissolved with
the assent Of two-thirds of the share held
ers, of all the stock of the corporation at
a 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 hast
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 COM
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 to
him.
ARTICLE vIIf.-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 Its
organization have the effect of rendering
this charter null 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 Office on
the day. month and year first above writ
ten, in the presence of NJ. g. Stein and