The herald., 1920-02-05
CHARTER
ARTICLES OF INCORPORATION OF J..
" WARNER 4 CO., INC,

ARTICLES OF INCORPORATION OF D.
Il. WARNER q CO., INC.
United States of America, State OF Louis |
lana City of New Orleans, farlsh VI aoth
leans BE IL known, that on this JUN
day of the month of December, In the year
one thousand, nine hundred and nineteehi
before me, Martin IL. Manion, no.al!
public duly sworn, eomT pss;sh q, or
leans. State Of Louisiana, and In the pres
ence Of the hereinafter named and under
signed personally came and appeared tpe
persons whose names are neaySns' them.
selves Of the provisions OF the genera
laws of this State relative to the organna,
ton of corporations. they have convenanteo
and agreed, and DO oy t . .nS con-.
stitute themselves, as well as such per
sons as may hereafter join or become as
sociated with them, into a corporation anu
body polite In law, for the OBJECTS anu
nurnoses end under the agreements ana
stipulations following, town.:
ARTICLE 1.-The name and title OF TINS
CORPORATION shall be ]. +. Warner Co
Inc, and under that name II shan nave
and enjoy all the rights mad privileges
granted by law to corporations; IL snal
exist for a period Of ninety-ni years
from this day; 1t shall have power 10
contract sue and be sued In It's corporate
name; to make and use corporate seal
to hold, receive, purchase, convey, mort
gage, hypothccate or pledge properly potn
real and personal; to issue bonus, notes
and other obligations; to have ana employ
such managers, directors, officers, agents
and other employees as the interest ano
convenience of said corporation may re-
quire, and to make and establish such oy
laws, rules and regulations for the proper
management and control of the affairs OF
said corporation as may be necessary ana
eIpedient.
ARTICLE 1.-THE domicile Of said cor
poration shall be In the City OF New Or-
-
tons and other legal process shall De
served on the President and In his ab-
sence on the Vice-President, and IN the
absence Of both, upon the Secretary Treas
urer OF said company.
ARTICLE lU.-The object and purposes
for which this corporation Is organized.
and the nature Of the business to be car
ried on by II, are hereby declared TO De
to act as agents for lire. life and other
insurance companies, and to do gen
eral insurance business either as agents or
a. solicitors for other companies.
ARTICLE Iv.-The capital stock Of this
corporation Is hereby fixed at the sum OF
fifteen thousand dollars ($l5,OO0.0O) di-
viaed into $50 shares OF the par value OF
one hundred dollars per share, which shall
be paid for In cash when subscribed Tor,
or for the purchase Of property, as the
Board Of Directors may direct. winch
said capital stock may be increased to a
sum Of one hundred thousand dollars
($1000O000) by vote OF two-thirds OF
the stock present or represented at
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 hoiu.
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 worcestershire. No transfer OF
stock shall be binding on the company,
unless recorded upon Its books and mad,
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 nrst 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. en-
Of the arbitrators to be appointed by tht
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.
chased by the company may be re-issuet
by II at not less than the par value
each certiacate OF stock: These shares
are issued and shall be held subject q
tho charter and bylaws of the corpora
ARTICLE v.-The business and affair
conducted by a Board Of not less thai
three directors; Robert K. Courtin, Presi
dent; H. ID. Richardson. Vice President
and Mrs. Marie G.. Warner. Secretary
Of Directors. who shall hold Office unit
; the first Monday In January, 1921, or unit
their successors have been elected an
qualified. On the first Monday In Jan
election for directors shall be held at tn
ONCE Of the company, after ten days motto
In writing shall have been given esc
stakeholder at his last known address o
the time ano place Of Lolding said annus
election. The voting for directors shall b
By ballot, and each stakeholder shall b
entitled to cast one vote for each shar
owned by him which has been standing 1
his name At least ten days prior to tn
day Of election. In case any director .
oficer should resign or die before the en-
Of his term of office. the vacancy may b
filed by the remaining directors by "a
place. who shall serve until his successo
has been elected at the next annual meet
ing. The Directors at their hrst meeting
shall elect President, a viee-Presiden
and q Secretary Treasurer, all Of whor
must be chosen from their own number
ARTICLE VI.-The majority Of tn
Board OF Directors shall constitute
quorum for the transaction Of all bushes
Of the company. Said Board Of Director
shall have the power to appoint all agentl
clerks, and employees. and TX their sal
aries and compensation. They shall hav
the power to make, change, alter ant
modify all the proper bylaws, rules ant
regulations for carrying this charter Int
effect. and for the management Of IN
business Of the corporation. Any Of tn
said Directors shall have the right to dele
gate to any other Director. in writing, an!
Of the rights and powers enjoyed by hin
A. such Director. All checks, notes ant
obligations Of the corporation shall b
dgned by at least two Of the ofcers, o.
an oficef and employee appointed by tn
Board.
ARTICLE vII.-This act Of incorpora
tion may be changed, modified or altered
or this corporation may be dissolved will
the assent Of two thirds Of the share hold
ers, Of all the stock Of the corporation q
q general meeting convened for that pur
pose and after ten days written notice o.
this meeting has been given through mall
addressed to each share holder at his las
known place Of residence. In case Of dis
solution by the expiration Of this charter
or otherwise, the stockholders shall elec
three liQuidators to serve without een
psnsation, and to whom one year shall b
granted for the liquidation Of the affair
Of the corporation. In case OF death o.
disability Of any one Of said commission
ers the survivors or the remaining CON
missioners, shall appoint successor q
him.
ever be held liable or responsible for tn
contracts, faults ar debts, Of said corpora
ton. nor shall any mere Informally In III
organixation have the effect Of rendering
holder to any liability hey ond the unpsit
balance on the shares owned by him.
Thus done and passed In my once 81
the day, month and year first above WIT