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


United States of America, State of Louis
lana. Parish of Orleans, City of New Or
leans BE it knwn. that on this fifteenth
day of the month of December, in the
year of our Lord, one thousand. nine
hundred and nineteen and of the indie
pendence of the United States of America
the one hundred and forty fourth, befor-
me Arthur John Peters, notary public
duly commissioned and qualified. in and
for the City of New Orleans. in the Par
/ iSh of Orleans. and state Of Louisiana
domicilcd in the said City, Parish and
State, and in the presence of the witnesses
hereinafter named and undersigned. per
sOnally came and appeared the several
persons whose names are h"rcunto sub
scrbed. all above the full age of ma
jority who severally declared that, avail
/ ing themselves of the provisions of Act
, No. 267 of 1914. as well of the general
/ laws of the State of Louisiana, relative TO
| the organizations of corporations. they
/ hereby form themselves into. and con
stitute corporation for the objects and
/ purposes. and under the situations here
matter set forth.
! ARTICLE 1.-The name and title of
/ this corporation is hereby declared to he
THE SOutherner Publishing Company.
Inc" Its dOmicile shall he in the City
I of New Orleans. and il shall have and en-
/ joy succession and corporate existence by
its corporate name for period of nine
/ ty-nine 800 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 ana use
corporate seal TO hold, receive, hire and
purchase real and personal property, ana
to sell, mortgage or pledge the same and
| to borrow money and issue bonds, notes
and other obligations.
All citations or other legal process shan
be served upon the President, and in the
event of his absence or inability to act
from any cause, the same shall be served
upon the Secretary of the corporation.
ARTICLE 1.-THE objects and purposes
for which this corporation is established
and the nature of the business TO be ear
ried on by it are declared to be: To pub
fish monthly magazine called The
SOutherner." "A magazine of the New
South: to secure subscriptions, sell ad-
| vcrtising 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 mt the sum
of five thousand ($5.OO0OO dollars, d.
yided into and represented by one thouS-
and $1,000 shares of common stock OF
the par value of five $500 dollars each.
The capital stock maybe increased to the
: sum of ten thousand ($l0OO0OO) dollars
Said stock shall be paid for in in
StallmentS of such amounts and at such
. times as the Board of Directors may de
termine. but any part or parcel of said
stock may 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 10
/ such rules and regulations as the board
: of directors may adopt.
ARTICLE IV.-All the corporate powers
, of this corporation shall be vested in
and exercised by board of three 90 di-
rectOrS. to be composed of stockholders
Il majority of whom shall constitute Il
quorum for the transaction of any bust
ness The board of directors shall be
vested with full power and authority "a
. make all contracts. purchases, and sales
and adopt all bylaws rules and regula
, 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 a
fairs of the Company. Any vacancy Oc-
, 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 Me
! Cullough. John Mcclure and Owen G
? Whitaker, who shall hold office until the
I second Tuesday in January, 1921, and un,
til their successors are duly elected and
qualified. The Post Office address OF
: each of said Directors is, New Orleans
La. On the second Tuesday of January
1921, and annually thereafter, an election
: of directors shall be held at the office OF
= the Company under the supervision OF
two commissioners to be appointed by
2 the Board of Directors, and the Director:
P then elected, shall take their seats immedi-
ately and shall hold office until theil
successors are duly elected and qualified
4 Each board shall elect its own Officers
I and shall consist of President, Vice
President, and Secretary-Treasurer, unit
p the annual meeting to be held on the sec
| Ond Tuesday of January, 1921, the follow
ing shall be the officers of the corporation
viz Henry Mccullough, President; Over
! e. Whitaker, Vice-President and John -ic
Clure, Secretary Treasurer.
!, All corporate elections shall be by bal
lot, and a majority of the votes cast shall
Z elect, and at all stockholders meetings
held for any purposes each share of stOcl
shall be entitled to one vote, either by
= person or by proxy, by the person il
whose name same is registered on th'
Y books of the Company. Written notice
! OF stockholders meeting shall be given L
each stakeholder by the Secretary a
! least fifteen days prior to elections by
mailing same, postage prepaid, to hi
> last known address Any director absent
/ to attend meetings of the Board of Direc
7 tors, may give his written proxy to an!
= other Director, and said proxy shall b,
voted in accordance with written instruc
!, lions of the Director granting same.
: ARTICLE v.-This act of incorporation
J. may be changed, altered or modified o.
n the corporation may be dissolved in an,
II manner prescribed by law; or with TIN
consent of three-fOurths go of the stool
= present or represented at a general meet
holders hat r
g pose, after thirty 500 days prior motto
/ of such meeting shall have been given b!
d publication in one of the daily newspaper
o published in the city of New Orleans, b.
7 live publications during said period, an,
Y such changed as may be made i'll refer
n ence to the capital stock shall be mad
n in accordance with the then existing law
n on the subject.
" ARTICLE VI.-Whenever this corpora
;, ton is dissolved, either by limitation o
;, its charter or for any cause, its affair
~ shah be liquidated by three go commits
II sioners to be appointed by the stockhold
: ers at a meeting of the stockholders con
Is vened for that purpose after thirty go
y days prior notice shall have been given b.
;. the Secretary to each stakeholder. Said Com
= missioners shall remain in office until tn
Z affairs of said corporation shall hav
- been fully hquidated. In case Of tn
= death of either commissioner the sur
: vivor shall continue to act.
ARTICLE Vino stakeholder in thi
o corporation shall ever be held liable O
e responsible for the contracts or faults o
d said corporation or for any further SUI