The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
CHARTER

June II. 1917, said corporatio nbeing
dOmiciled in the city of New Orleans. /
Who declared that 10y resolution
and vote adopted and voted at a special I
meeting of the stockholders of the sin .
clair Agency, Incorporated, held at the
office Of the company IN the taroni-- :
let Building, corner Of C1rDudt.rt and
GraVicr Streets, New Orleans, LourS- |
lana on the 18th day of july, 1872, held
by consent of all of the stockholders Of
said corporation and upon waiver of no .
tIce of time and place of said meeting,
signed by all stockholders, at Which I
meeting all stockholders or rcc""d was
present in person, II was Npt"t hHiul-
mouSIy to amend and re-euI't Articles
Four. Five six and Seven Of the COM
.pauy'S charter in the words and figures
hereinafter set out all of which APP
pears from a certified copy of the min
utrS of said meeting. hereto annexed
and made part thereof.
Apprarers further declared that they
were authorized and directed at said
meeting to appear before a notary and
To execute the proper nOtarlal act and
declaration of said amendments. re
quircd 10y law. for the purpose of al
furdiHg authentic reference and permI-
n"nt record.
Said uppearcrs further declared that
Articles Four. Five, Six and Seven OF
the charter of this company were 10y
unanimous vote of all of the stock
holders. amended and rc-endctcd to
read as follows.
ARTICLE " The capital stock
of this corporation il hereby fixed At
/ the sum of one hundred thousand
/ i<IUO.U0U. UU) dollars. divided into and
represented by one thousand shares OF
/ the par valu" of one hundred ilounNl
dollars. all Of which shall Ice common
! stock which capital stock may be in
creased to one hundred and fifty thuus-
and t$l5U.UUu.0UD dollars. All stock
shall Ice ISSUED for cash or its cquINa-
| lent. including good Will as authorized
4 Loss
than par in payment for property actu-
IalIy purchased or for services actually
i rendered the corporation. or the same
may he issued full paid for money adj
vauced or for such other valuable con
sideration OF services, as the board OF
| directors may determine. All capital
stock not already issued shall he :"
issued at such time or times ana upon
| such terms and conditions as the
board of directors shall determine, sub
| irct to legal requirements. All stock
| shall be full paid and non-aSSeSSthie
land no transfer of stock shall be bind
ing upon the company, unless recorded
& upon the company'S books.
| Frederick W. Sinclair, subscriber
| to the entire increase of the cdpltal
/ stock under this amendment, namely
sigbfv-yr thousand (SS5 100000 dol
| lars represented by eight hundred MY
| shares. has transferred, conveyed ana
delivered to the corporation IN 1ull pay
ment and liquidation of such SubScrlp-
]
: in the business OF +. W. Sinclair, Cen
eral Agency, Life and Accident lnclud-
/ ing agency contract. good Will, orEani-
/ Zation earned commissions, as shown
/ in the statement filed herewith, giving
a detailed and itemlZed description, TO-
gcther with the value thereof. as ap-
praised by the directors of this corpora
! ton.
! ARTICLE V-The business and af-
fairs of this corporation shall be man
aged and conducted by a board Of i've
directors who shall all be StcokhnldSrs
and a majority of the directors OF inns
corporation present at any meeting III
person or by proxy shall constitute Il
quorum and q majority vote of those
present in person or by proxy shall De
eide all questions voted upon. Sald Ill
rectors shall be elected annually from
among the stockholders. on the third
Monday of January of each year. unless
the same be a legal holiday, when the
election shall be held on the next leGai
day thereafter beginning on IN tn mr.
Monday in January, 1877, and after III
teen DAYS prior written notice having
been mailed to each stockholder OF re
cord to his last known address. Inc
voting shall be by ballot and eacn
stakeholder shall be entitled to cast one
vote for each share held by him, whlci
has been standing in his name on IN.
hooks of the corporation Tor at leds'
ten DAYS prior to the date OF the eIeC'
ton \ majority of the entire stocf
issued and outstanding voted at SucI
election shall elect. Immediately after
the election of said board or directors
and the adjourninE of the stockholders
, meeting the newly elected board Of oil
rectorS shall elect from among theI
number the officers or TINS corpora
! ton. who shall be president, not NOR
: than two Vice-preSidentS, secretar.
; and a treasurer The offices or secre
: tary and treasurer may be held Dy 'h'
! same person.
The failure to elect directors or OF
ficers, as herein provided Tor: shall no
: result in the dissolution or tne cor
= noration but the then board or dlrec
f | Tors and officers shall hold their respec
? tive offices until their successors ar
= duly elected and 0ualltled'
Special meetings of the shareholder
! may be held and ordered by the ooar'
= of directors and must be held upon IN
|, rsouest of not less than twenty-five pc
: cent. of the outstanding stock, alte
!. fifteen days notice to each s.ocn
2 said meeting. Any vacancy occurrlIh
e ON any board of directors shall
I filled by the demanding members o
said board for the unexplred tern, .. d
r n meeting called for that purpose; alte
] ten DAYS prior written notice, the vi
i rector or directors so elected 10 nol
r office until the next annual lo ~,
: holders meeting, but shoulu II oc nc'
y POSSIBLE for any cause, for any vacahc
T or vacancies in the board OF director
I To he filled by the directors, Such va
copcy or vacancies may be 1llleu u
e the Stockholders, at any meeting calle
g for that purpose by the president. =.
= ANY and all directors meetings, "
@ notices for which are not hereln sPeS
4 ficaIIy provided for. may De caleu y
any officer of the corporation upon &c
e days' notice by mail Any dlrecte
V shall have the right to authorize an
'e lappoint any shareholder TO vote LOT ~
a AT any and all directors meetings, al
q such proxy shall have ana exercise :"
- of the powers of such director dppoi"
e. ing him. -.,,o5 II this a,
E. Whenever II is provided IN inlS az a.
D. that either directors or stockholueii
} rnaetings NAV be held after certal
~ prescribed notices to the dlrecIors
stockholders. il is understood d.
aCreed that any and all directors an
stockbolders' meetings may De ne
~ without notice whenever laW1ul, ploN,r,'
pc Cd All directors or stockholders as !,
al case may be, waive notice IN "rIlins
are present in person or Dy proAS
sucb meeting or meetings. - g.
THE hoard of directors shail nav ~ y
Z control of the property or TINS W
s. noration and shall conduct, Hdas -
fy use the same as in their dlscretloh 81,
n 49, hest and that is consistent w!
Is ~ nbiects of the company and It's we
e. ~ ond they shall have the power
10 ,aLa alter and annual such by-ld"
ruiSe and regulations as tney ~ y.
rink nroper They shall nave ~ ~
nower 10 buy, sell, mortgage, Pleu
md lease any and all OF the pIopIh,
- 81 this corporation whenever III oio
- Judgement they deem such aCts
sary and proper and to ISSUE oo SnT,a.