The herald. [volume] (New Orleans, La.) 1905-1953, 1922-09-14
CHARTER

=, &,
domiciled in the City of New Orleans. |
Who declared that by a resolution
and vote adopted and voted at special
meeting of the stockholders of the Sim |
clair Agency. Incorporated, held at the |
office of the company in the Caronde- |
let Building, corner of Caroudelet and |
Gravier Streets. New Orleans, Louis |
lana, on the 18th day of july. 1922. 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 |
meeting all stockholders or record was !
present in person, il was voted Gnani- |
mously to amend and re-enact Articles
Four, Five, Six and Seven of the com
pany's charter in the words and figures
hereinafter set out, all OF which APP
pears from certified copy of the min
utes of said meeting, hereto annexed
and made part thereof.
Appearers further declared that they
were authorized and directed at said
meeting to appear before notary and
to execute the proper notarial act and
| declaration of said amendments, re-
quired by law, for the purpose OF af-
! fOrding authentic reference and perma-
nent record.
! Said appearers further declared that
Articles Four. Five, Six and Seven of
| the charter of this company were by
unanimous vote of all of the stock
| holders. amended and re-enacted to
read as follows:
! ARTICLE " The capital stock
of this corporation is hereby fixed at
the sum of one hundred thousand
(SlOO. 100000 dollars, divided into and
represented by one thousand shares OF
the par value of one hundred 100000
dollars, all of which shall be common
stock, which capital stock may be IN
creased to one hundred and fifty thous-
and (Sl50.0O0.00) dollars. All stock
shall be issued for cash or its eQuiva-
lent. including good will, as authorized
by law. or may be issued at not less
than par in payment for property actu-
ally purchased or for services actually
rendered the corporation, or the same
may be issued full paid for money ad-
vanced or for such other valuable con-
sideration or services, as the board OF
directors may determine. All capital
stock not already issued shall be so
issued at such time or times and upon
such terms and conditions as the
board of directors shall determine, sub
ject to legal requirements. All stock
shall be full paid and worcestershire
and 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 capital
stock under this amendment, namely
leighty-ve thousand CSS5,OOO.OO) dol
lars. represented by eight hundred fifty
shares, has transferred, conveyed ana
delivered to the corporation in full pay
ment and liquidation of such subscrip-
ton. all of his right, title ana interest
in the business of +. w. Sinclair. Cen
eral Agency, Life and Accident, lnclud-
ing agency contract good Will, orSanl-
zation, earned commissions, as shown
lin the statement filed herewith, giving
a detailed and itemiZed description, TO-
gether with the value thereof, as APP
lpraised by the directors of this corpora
ton.
ARTICLE v-The business and af-
fairs of this corporation shall be man
aged and conducted by board of five
directors who shall all be stockholders
and a majority of the directors OF this
corporation present at any meeting In
person or by proxy shall constitute a
quorum and a majority vote OF those
present in person or by proxy snail de-
eide all questions voted upon. said d.
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 legal
day thereafter. beginning on tn third
Monday in January. 1922, and after M
teen days prior written notice having
! been mailed to each stockholder OF re-
. cord, to his last known address. The
: voting shall be by ballot and each
: stakeholder shall be entitled to cast one
vote for each share held by him, which
: has been standing in his name on the
1 ten days prior to the date of the cleo
: ton A majority of the entire stoci
issued and outstanding voted at sucr
election shall elect: Immediately aitel
a and the adjourning of the stockholders
5 meeting, the newly elected board OF oil
4 rectors shall elect from among thell
n number the officers of this corpora
h ton, who shall be a president, not mor'
/ than two vice-presidents, secretar!
n and a treasurer. The offices of secre
d tary and treasurer may be held by TN
same person.
d The failure to elect directors or of
: ficers, as herein provided for, shall no
y result in the dissolution of the cor
:, poration, but the then board OF dlrec
a tors and officers shall hold their respec
a tive offices until their successors ar
: duly elected and qualified
: Special meetings of the shareholder
Il NAV be held and ordered by the boar
e of directors and must be held upon TN
i request of not less than twenty-LNe pe
l. cent. of the outstanding stock atte
5. fifteen days notice to each STOCK
5. holder stating the object or objects
e said meeting. Any vacancy occurrih ~
e on any board S OF direTtors members Q
d said board for the unexpired term,
II a meeting called for that purpose are :,
$ ten days prior written notlce, the VI
1. rector or directors so elected TO MOI
n office until the next annual STOCK
holders meeting, but should 1t be I'm
/ possible. for any cause, for any Vacahc.
II or vacancies in the board Oh olrectol
l. cancy or vacancies may be 1llled o
/ the stockholders, at any meeting caile
y for that purpose by the president .
/ Any and all directors meetings, IN
i, notices for which are not herein specl
/ ficaIly provided for, may be called o
:. any officer of the corporation upon te
1 days' notice by mail. Any directo
n shall have the right to authorize an
'e appoint any shareholder to vote LOT MI
IL al any and all directors meetings, an
such proxy shall have and exercise a
,r of the powers of such director appoih'
al Whenever It is provided in this &C
sr that either directors or stockholuer'
t meetings may be held after certal
y prescribed notices to the directors
of Stockholders, it is understood al
ut agreed that any and all directors an
sfockholders' meetings may De mel
re without notice whenever lawful. provo
lie ed all directors or stockholders, as III
D. case may be- waive notice in wrltlns :
lie are present in person or Dy proxy
Of such meeting or meetings.
THE board of directors shall nave III
"a control of the property OF this CO.
~ noration and shall conduct, manage an
,e use the same as in their discretion the
"a daep, hest and that is consistent WIZ
70 tha objects of the company ana It's We
o. fara and they shall have the power
Ie make. alter and annual such bylaw
e rnIse and regulations as they ND
b. tbink proper They shall nave Iu
- noyer 10 buy sell, mortgage. pIeut
81 and lease any and all OF the proper
81 this corporation whenever In tne
Sndement they deem such acts hece
sary and proper and to issue ponCs an
by lohiisations and to assume the same;