The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-15
CHARTER.

!
vcstigations, for hire, of crimes OF oust
| ness irregularities of financial credit ray
/ ings, and other matters usualS iu?
| gated by q detective or lhEesus am
! agency; TO establish, operate anu ihaln "a
| a system of private watchmen, anu " M
| such watchmen to persons, hrms ana cur
| poratiOns for the care ana protection y,
| their property against loss by hre' thtl
| or other casualties; TO establish anu con-
| duct protection service against thelt, en-
! bezZIement, robbery, dishonesty or lnenl
| cheney of employees, for stores or olhtl
vendors or distributors of merchandise u
| establish and conduct protection service
| against illegal combinations, conspiracleS
! intcrferences or violence, for industrial
| plants and other employees; TO FURNISH
men for the private policing of games, con
/ tests, or other entertainments, meetings
| or assemblies; and generally 10 90 suCH
| matters and things necessary ana proper
! for the conduct and maintenance OF pri-
| vate detective agency and protection POI
! lice bureau, in the City of New Orleans
| and in other cities and States in TINS ana
other countries.
ARTICLE IV-The capital stock of this
corporation is hereby fixed at the sum OF
| hive thousand ($5,0OOOO) dollars, divided
into and represented by 30 shares OF the
par value of $4,000 each, all Of which shali
be common stock. The amount OF the
capital stock may be increased to the sum
of fifty thousand (S50,OOO00l dollars, when
duly authorized by the stockholders. SAID
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
its 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
10 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-AH 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,
ana not more than five stOckhOl derS, each
OF whom shall own at least one share of
stock. Said board of directors shall be
elected annually at a 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-
son, or by proxy, and majority of votes
east 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 filled. 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 nye TO constitute said board OF
directors as hereinaboye 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
Ihelr 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 a meeting may
De 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-
thorlty TO make and establish, as well as
alter and amend, all bylaws, rules and
regulations for the proper management
the corporation, and shall have power to
authorize the borrowing of money and the
issuing of notes or other evidence of in
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 cor p0ratiOn, as may be necessary for
the business, and shall dismiss the came
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 |
lhelr duly qualified successors are elected |
ana installed, the board of directors shall |
be composed of: Forrest c. PenGleton.
whose post office address is 4T5O. Arts
street, New Orleans, La. Wheaton c. Still |
son, whose post office address is 32O5 ST. |
v = avenue New Orleans, La; Hugh |
W. M1lklnson, whose post office address |
: 900 Hawthorne Avenue, New Orleans
La, with the said Forrest c. PendIeton,
Is president and treasurer, the said Whea-
on Z. Stlllson. as vice president and gen.
eral manager, and the said Hugh NJ. Win
AlnsOn. as secretary:
ARTICLE VINO stakeholder or sinh
.crlber for stock shall ever be held liable
or the contracts, faults or debts of this
corporation in any further sum than tho
Inpald balance, If any. due the CORPORATION
On the stock for which he has subscribed
nor snail any stakeholder ever be held
laDIe Tor such contracts faults or debts
N any further sum than the unpaid hal
ince, II any, on the stock owned by him
nor snail any mere informafity in organi'
cation have the effect of rendering this
,harter null or of rendering any subscriber
laDle beyond the unpaid amount. If any
due on his stock.
ARTICLE VII-All stockholders meet
hgs snail be held in accordance with the
avs or the state of Louisiana. and this
'harter may be amended or the CORPORA
ion dissolved as provided by the laws of
his State. vi
ARTICLE vIII-In the event of the
lquidation or dissolution of this CORPORA
ION, the stockholders shall elect three
lquldators from among their number. at
meeting convened for that purpose in
accordance with the laws Of this State.
'aid hquidators shall have the authority
o WIND up the business and affairs of this
corporation. In the event of the death or
eslgnation OF any of said liQuidators. the
urVVors snail appoint a stakeholder as
uccessor to him.
ARTICLE kit is hereby stipulated
nat should the said Forrest c. Pendleton
II the said Wheaton c. Stillson, DISPOSE
Il all OF his stock in, and be no longer
onnected with, this corporation. in anv
manner, shape or form, directly or indi.
ectly, and desires his name eliminated
rom the title of this corporation. he shall
otify the board Of directors, in writing
o that effect and tha sofa hoo~a -L-g,