The herald., 1920-01-08
CHARTERS.

possess all the powers, rights, privileges
and immunities which corporations have
and may hereafter be authorized to have
and possess under the Constitution ana
Laws of this State, and particularly under
Act 267, of the acts Of the General AS
sembly of the State Of Louisiana, Tor 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 of Louis
| lana, and all citations and other legal
! process shall be served upon the frst
| Vice President of this corporation, or in
case Of his absence, upon the second Vice
President, or in the absence or both or
these officers, upon the Treasurer Of this
| corporation.
ARTICLE In.-The objects and pur-
poses for which this corporation is formed,
| and the nature of the business 10 be car
| ried on by 1t, are hereby declared to be
to engage In the business of acting as
agent and broker in effecting fire, life,
| accident, marine and all other kinds OF
| insurance for any and all insurance COM
panies in the transaction OF the insur,
| ance business in all its branches, ana
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; and 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 1t in the transaction OF IT'S
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 prontably 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 herelnaDove 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 ($l1,JOO.Oo),
divided into one hundred and seventy.fiye
(SIO0.OO) 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 it's actual book value, and the
remaining stockholders In proportion TO
their then holding shall have the right
within ten t10) 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
actual book value shall be determined by
the figures as of the closing Of the books
at the neayest 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 stockholder of this cor
poration may devise or bequest stock in
this corporation to any other stakeholder
I'm this corporation . but is expressly pro-
| hibited from devising or requesting stock
in this corporation to any person not
already a stakeholder in this corporation:
No sale or transfer of stock of a deceased
person can be made except as abon'
stated, save to the stockholders, and this
Article V shall be printed on each and
every share of stock.
NO 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.
ARTICLE vI.-All. the corporate pow
ers of this corporation shall be vested
| in and exercised by a Board of Directors,
| which shall all consist of the stockhold-
ers of the corporation. Each Director
| shall be entitled to one Q) vote for each
| share Of stock standing in his name on
the books of this corporation. to be cast
Il In. nv nd oQ-ffff :
| of the votes cast shall govern.
| "The Board of Directors shall at each
first annual meeting elect from their num-
Der a President, a First Vice-President, q
Second vice-President, Secretary and q
Treasurer, and such other officers as the
Board of Directors may select. and shall
from time to time as they see MT, appoint
or employ any such other employees al
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. Thu
Board Of Directors shall have power Il
make and establish, as well as alter and
amend, all bylaws, rules and regulation.
necessary and proper for the conduct anf
management Of the business and affair.
Of this corporation not inconsistent will
its charter. said Board shalt also have ful
power and authority to borrow none,
through the President or some other dull
authorized person or persons; to execute
obligations in such amounts and on suci
terms as in their judgment may be ad
vantageous and generally to do al
things reasonably necessary for the prop
er carrying on Of the business Of this cor
poration, and shall have power to do al
such acts and things as may be neces
sary to carry out the objects and pur
i poses for which this corporation is organ.
lied.
Directors holding or representing three,
constitute n 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
i 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 vu.-This charter may be
amended, modified or altered, or this cor
porati0n may be dissolved and it's affairs
liQuidated in the method and manner pro-
vided 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
| stockholder in the manner provided in
this charter; and whenever this corpora
tion shall be dissolved by limitation, or
otherwise. its affairs shall be liquidated