The herald., 1920-01-08
CHARTER
CHARTER OF THE sOUTHERNER PUB
LISTING COMPANY, INC.

lana, Parish or orleans, lily Vi ~" ",
leans Be il knwn, that on TINS niteentn
day of the month of December, III the
wear of our Lord, one thousanu' hihe
hundred and nineteen and Oh the Ih ,
pendence of the United States or America
the one hundred and forty fourth, before
me. Arthur John Peters, notary puDhc,
duly commissioned and qualified, IN ana
for the City of New Orleans, in the Far
ish of Orleans, and State OF Loulsiana,
domiciled in the said City, PARISH anu
State and in the presence OF the witnesses
hereinafter named and undersigned per.
sonaIly came and appeared the several
persons whose names are hereunto SUD-
scribed, all above the full age or ma
jority who severally declared that' a'alI.
ing themselves of the provisions OF ACT
No. 267 of 1914, as well as of the general
laws of the State of Louisiana, relative to
the organizations of corporations, the!
hereby form themselves into, ana con-
stitute a corporation for the objects ana
purposes, and under the situations here
matter set forth.
this corporation is hereby declared to be
"The Southerner Publishing Company,
Inc" Its domicile shall be in the CITY
of New Orleans, and 1t shall have ana en-
joy succession and corporate existence by
its corporate name for period or nine
ty-nine 1907 years from and after the
date hereof.
authority to contract sue and be used IN
its corporate name; to make and use
corporate seal; to hold, receive, hire ana
purchase real and personal property, and
to sell, mortgage or pledge the same ana
to borrow money and issue BONDS, notes
and other obligations.
All citations or other legal process shall
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 car
ried on by 1t are declared TO be: To pub
lish monthly magazine called The
Southerner," magazine of the New
South; to secure subscriptions, sell ad-
vertising and carry on all business in con-
nection with the publication of said man
adne; and to conduct and carry on gen
eral publishing business.
ARTICLE III.-The capital stock of this
corporation is hereby fixed at the sum
of five thousand ($5.000.O0) dollars, d.
vided into and represented by one thous-
and 1,0OO shares Of common stock OF
the par value of five $500 dollars each.
The capital stock maybe increased to the
sum of ten thousand (s10,OO0.OO) dollarss
Said stock shall be paid for in ins
stallments of such amounts and at such
times as the BOhru Oh DlrtctoTS may uc-
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 to
such rules and regulations as the board
| of directors may adopt
ARTICLE Iv.-An the corporate powers
| OF this corpor ration shall be vested in
and exercised by a board of three go di-
rectors, to be composed of stockholders
majority of whom shall constitute n
quorum for the transaction of any basil
ness. The board of directors shall BE-
vested with full power and authority to
make all contracts, purchases, and sales
and adopt all bylaws, rules and regula
tons 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 t.
do and perform all things necessary In
the transaction Of the business and ar
fairs Of the Company. Any vacancy roc-
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 thi.
corporation shall consist Of Henry Me
Cullough, John Mcclure and Owen c
Whitaker, who shall hold office until the
second Tuesday in January, 1927, and un
qualified. The Post Office address o.
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 o.
the Company under the supervision o.
two commissioners to be appointed BY
the Board Of Directors, and the Director
then elected. shall take their seats immedi
ately and shall hold office until theil
successors are duly elected and qualified
Each board shall elect its own officeri
and shall consist of a President, Vice
President, and Secretary Treasurer, unit
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
C. Whitaker, vice-President and John &c
Clure, Secretary Treasurer
All corporate elections shall be by bal
lot, and a majority of the votes cast shal
elect, and at all stockholders needing
held for any purposes, each share of socl
shall be entitled to one vote, either b,
person or by proxy, by the person ii
whose name same is registered on tn
books Of the Company. Written nbtic'
Of stockholders meeting shall be given {,
each stakeholder by the Secretary a
least fifteen days prior to elections b,
maiIng same, postage prepaid, to- hi
last known address: Any director absen
to attend meetings Of the Board of Ihrec
tors, may give his written proxy to an!
other Director, and said proxy shah b,
voted In accordance with written inSruc
tons OF the Director granting same
ARTICLE V.-This act of incorporation
may be changed, altered or modified O.
the corporation may be dissolved In an,
manner prescribed by law; or with tn,
consent of three-fourths (3-4) of the stool
present or represented at a general meeet
OF the stockholders convened for that pur
pose after thirty $500 days prior n0tic,
OF such meeting shall have been given h,
publication in one of the daily newspaper,
published In the city of New Orleans. b,
live publications during said period anc
such changed as may be made in refer
ence to the capital stock shall be mad
in accordance with the then existing law
on the subject.
ARTICLE yI.-whenever this cofpora
lion Is dissolved, either by limitation O
its charter or for any cause, it's Affair
shan be liquidated by three (3) commits
sloners to be appointed by the stockhold
ers at a meeting of the Stockholders con
yened for that purpose after thirty $50
days prior notice shall have been given b,
the Secretary to each stakeholder. Said Com
missioners shall remain in office uutfl tn
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
corporation shall ever be held liable O
responsible for the contracts or fanlts o
, said corporation or for any further sur
than the unpaid balance due to tie cor
porat1on on the shares Of stock owned b.