The herald. [volume] (New Orleans, La.) 1905-1953, 1921-08-18
CHARTER.

S1cb hv-Iaws, rules and regulations los ins
msnapement and regulation OF the .'aary
of the corporation as ma! "
uroper or convenient. -
,pTICIE 1.-THE domicile OF TINS col
itinn shall he in the Parish or orleans
49, o. Touisiana and all citations VI
r. Loyal process shall be served upoh
| ,ba nresident or in his absence oL -,
ability to act upon the vice Pl .h 80 ga III
In tho absence or inability OF Doth ol s"i
Irinnrs To act. upon the secretary.
,pTICIE III-The objects and purposes
q re cornoration are hereby declared
am ~ ongage in the business of furnishing
nriyate detectives and agents ior 80
sservice work to persons firms anu COZ Poii
,innS ranniring such services; to make IN
vestipations for hire, or crimes OF puS
ness irregularities of hnanclai Cr'ulI 20
inrs. and other matters usually ih Nesei
Gated nv a detective or inyesugatlhs
SSS,encv 70 establish, operate and maintain
a system of private watchmen. ana 10 hlIe
such watchmen to persons, hrns anu eot :,
porations for the care ana prOtectlon ..
their property against loss by hrt, tnci'
or other casualties; to estabIsh ana coh-
duct nrotection service against THEFT, EN-
bezzIement, robbery, dishonesty or lhthL
cheney of employees, for stores OF olhei
vendors or distributors of merchandise 10
establish and conduct protectIon Sg aoiaS
against illegal combinations, consplracleS;
interferences or violence, for lndustrla!
plants and other employees; 70 furhlsh
men for the private policing or games ton,
tests, or other entertainments iieellns
or assemblies; and generally to 90 such
matters and things necessary and proper
for the conduct and maintenance OF prl-
vate detective agency and protection Po-
lice bureau, in the City of New orleans
and in other cities and States in this ana
other countries.
ARTICLE IV-The capital stock OF this
CORPORATION is hereby fixed at the sum OF
five thousand ($5,OOOO0) dollars, dlvlded
into and represented by 80 shares or the
par value of $4,000 each, all of which shall
he common stock. The amount OF the
canital stock NAV be increased to the sum
of fifty thousand (SJ0,00OOO) dollars, when
duly authorized by the stockholders. Sald
stock shall be paid for either in cash or
property actually received by the corpora
ton All the stock of this corporation
shall be fully paid and worcestershire.
No transfer of stock, shall be binding
upon the corporation unless made upon
it's books. and all certificates OF stock, shall
be signed by such officers as the law may
require. No stakeholder shall have the
right TO sell or transfer his stock or any
part thereof to anyone who is not stock
holder of said corporation, unless he shall
have first offered the same to the other
stockholders at the book value thereof as
fixed by the board of directors, allowing
u days for the acceptance or rejection of
said offer, after which delay only. if the
offer is not accepted, the stakeholder de-
string to sell his shares, may sell the same
to anyone not a stakeholder. This pro-
vision shall be printed or stamped on the
face or in the body of all certificates Of
stock
ARTICLE V-An of the corporate pow
ers of this corporation, shall be vested in
and the maintenance and control of its af
fairs shall be exercised by a board of di-
rectOrs composed of not less than three
and not more than five stockholders, each
-1.aV,N hall II. 80
stock. Said board of directors shall be
elected annually at n general meeting of
the stockholders called for that purpose,
on the list day of July of each year, be-
ginning with the general meeting to be
held on July LIST, 1923. after due notice
given in accordance with the laws of
Louisiana. Each stakeholder shall be en-
titled to one vote for each share of stock
standing in his name on the books of the
company. Said votes shall be cast in per-
cast shall elect. Said board of directors
shall have the power TO fill all vacancies
which may occur on the board. even though
no quorum remain at the time such va
cancies are to be filed. The board of di-
rectOrs, whenever they so desire. or deem
necessary shall also elect from among the
stockholders the additional number of di-
rectors necessary to make up the maximum
number of five to constitute said board of
directors as hereinabove stipulated. Fail
ure to elect the board of directors on the
day above specified shall not dissolve this
corporation. but the board of directors
then in office, shall continue in office until
their successors are elected and qualified.
The board of directors shall elect from
among their members a president, a vice
president. secretary and a treasurer.
Any director absent from meeting may
be represented by any other director by
written proxy, who may cast the vote of
the absent director. The Office of treas
urer may be combined with that of the
president. and the vice-president may also
be the general manager of the corpora
ton.
The board of directors shall have the au-
thority to make and establish, as well as
alter and amend, all bylaws. rules and
regulations for the proper management
and conduct of the business and affairs of
the corporation, and shall have power TO
authorize the borrowing of money, and the
issuing of notes or other evidence of in
debtedness, and the execution of mort
cages, and generally to do all things ne
cessary or convenient for the proper carry
ing on of the business of the corporation
The board of directors, or such officer
or manager as 1t may designate. shall ap-
point such clerks and other employees of
said corporation. as may be necessary for
the business, and shall dismiss the same;
and the tenure of employment of all of
such clerks and employees shall be during
the pleasure of said board. They shall
also fix the salary of all clerks and en-
ployees.
Until the general meeting of the stock
holders for the election of directors, to be
held on the LIST day of July, 1923, or until
their duly qualified successors are elected
and Installed, the board of directors shall
be composed of: Forrest c. Pendleton.
whose post office address is 415O Arts
street. New Orleans, La; Wheaton c. Still
son, whose post office address is 1905 ST.
Charles avenue, New Orleans. La; Hugh
VI. Wilkinson, whose post office address
Is $3.50 Hawthorne Avenue, New Orleans.
La, with the said Forrest c. Pendleton'
as president and treasurer the said whea-
ton Z. Stillson, as vice-president and gen
eral manager, and the said Hugh NJ. Win
kinson. as secretary:
ARTICLE VINO stockholder or sinh
scrfber for stock shall ever be held liable
Tor the contracts, faults or debts of this
corporation in any further sum than the
unpaid balance, IL any, due the corporation
on the stock for which he has subscribed
nor shall any stakeholder ever be held
laDie Tor such contracts, faults or debts
In any further sum than the unpaid bal
ance, III any, on the stock owned by him
nor shall any mere informality in organi-
cation have the effect Of rendering this
charter null or of rendering any subscriber
liable beyond the unpaid amount, IL any,
remaining due on his stock.
ARTICLE VII-All stockholders meet
ings shall be held in accordance with the
laws of the state of Louisiana and this
charter may be amended or the corpora
ton dissolved as provided by the laws of
this State.