The herald., 1921-09-08
CHARTER.

- Jetectiyes and agents for secret
service work 10 persons, hTms anu COi 20 80
tiOns requiring such services 10 Hi' -
vcstigatiOns, for hire, oil crimes va at
iurs and other matters usuallg iH'tSIi
gated by detective or lhHes'l-Htli :
agency: to establish, operate anu Hla4nS'i ~
a system of private WatchMtih anu ~ -.
,ucb watchmen to persons. firms ana COT
| poratiOus for the care ana pIottc'i'tIt -,
/ their property against loss bH hI'' 'H't
| or other casualties 10 tsiipilsH an ~,
duet protection service against Ih'lI; w ~
b.zzIrmrut robbery, dishonesty or lhtHI
cheney of employees, for stores OF VIH'i
! vendors or distributors of mcrchanuIse' 10
establish and conduct protection stINlS'
against illegal combinations consPIliIIsso
intrrtercuCcs or violence, lof lHuuSlii3
plants and other employees; TO lurhI>h
| men for the private policing OF games, con
tests or other entertainments Anee'lH -
! or assemblies; and generally 10 90 SUN
matters and things necessary anu proper
for the conduct and maintenance OF PR
yate detective agency and pI9tecloI po-
! lice bureau, in the city OF New orleans
and in other cities and States III TINS anu
| other countries.
CORPORATION is hereby fixed at the sum OF
five, thousand $4,000 O0) dollars, divided
into and represented by 30 shares 81 the
par value of $4,000 each, all OF when shaii
Ice common stock. The amount OF the
Z
of tifry thousand (Sj0OOOOO) 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 TINS corporation
shall be fully paid and nOn-aSscSSabIc.
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
ri IN soil for
part thereof 10 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
- 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-Ar OF the corporate pow
ers of this corporation, shall be vested in
and the maintenance and control of its az
fairs shall be exercised by a board of di
rectOrs composed of not less than three
and not more than five stockholders 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 east in per
son, or by proxy. and a majority of votes
cast shall elect. Said board of directors
shall have the power to ill 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 five 10 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
their successors are elected and qualified.
The board of directors shall elect from
among their members president. a vice
president, a secretary and a treasurer.
Any director absent from a meeting NAV
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 a.
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 10
authorize the borrowing of money, and the
issuing of notes or other evidence of in
debtedDSsS, 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 directions or such officer
or manager as ii may designate. shall APP
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 G. Pendleton
whose post office address is 475O Arts
Street, New Orleans, La; Wheaton c. Still
son, whose post office address is 1905 ST
Charles avenue, New Orleans, La: Hugh
NJ. Wilkinson, whose post office address
Is 900 Hawthorne Avenue, New Orleans
La, with the said Forrest C. Pendleton.
as president and treasurer the said Whea-
ton 4. Stillson, as ce-president and GEN
eral manager, and the said Hugh VI. Win
hihsoH as secretary.
ARTICLE VINO stakeholder or sub
scrlber for stock shall ever be held liable
Tor the contracts, faults or debts of this
corporation in any further sum than the
unpaid balance, If any, due the corporation
on the stock for which he has subscribed,
nor snail any stakeholder ever be held
liable for such contracts, faults or debts
In any further sum than the unpaid bal
ance, II any, on the stock owned by him
nor snail any mere infOrmality in organi-
Zatfon have the effect OF rendering this
charter null or of rendering any subscriber
nable beyond the unpaid amount, If any,
remaining due on his stock.
ARTICLE VII-All stockholders meet
ings snail be held in accordance with the
laws of the state of Louisiana, and this
charter may be amended or the corpora-
this State
. ARTICLE VIII-In the event Of the
Incubation or dissolution of this corpora
tlon. the stockholders shall elect three
from among their number, at
a meeting convened for that purpose in
accordance with the laws of this State. |
Said Iquidators shall have the authority
to wind up the business and affairs of this |
corporation. In the event of the death or
resignation of any of said liquidators the |
shall appoint a stakeholder as /
to him.
ARTICLE kit is hereby stipulated |
that should the said Forrest c. Pendleton |
or the said Wheaton G. Stillson, dispose |
or all OF his stock in, and be no longer
connected with, this corporation, in any |
shape or form, directly or indi- !
rectly, and desires his name eliminated |
from the title of this corporation, he shall |
notify the board of directors, in writing |
nd 4