The herald., 1922-08-31
CHARTER

meeting of the stockholders of the SIN |
clair Agency, Incorporated held at the !
office of the company in the CarOnd@-
let Building. corner of CarOniclet and |
Gravier Streets. New Orleans, LOllS- !
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, it was voted Uaani- !
mOuSly to amend and re-en1ct 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 "A 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 a 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
| ($l0O. 100000 dollars, divided into and
| represented by one thousand shares or
! the par value of one hundred GOO.OOD
dollars, all of which shall be common
stock, which capital stock may be in
creased to one hundred and fifty thOuS-
| and t<l5U,OOOOO) dollars. All STOCK
/ shall be issued for cash or its equlNa-
| 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
] FHrN a IL
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 companys books.
Frederick W. Sinclair, subscriber
| to the entire increase of the capital
stock under this amendment namely
! eighty-Ve thousand (SS5.OOO.OO) dol
| lars, represented by eight hundred fifty
shares. has transferred, conveyed ana
I delivered to the corporation in full pay
ment and liquidation of such SubScrip-
| tiun. all of his right, title and interest
! in the business of +. W. Sinclair, Cen
eral Agency, Life and Accident, lnclud-
| ing agency contract, good Will, orGanl-
i Il
| in the statement filed herewith, giving
a detailed and itemized description, TO.
gether with the value thereof, as APP
praised by the directors of this corpora
/ ton.
| ARTICLE V-The business and af-
I fairs of this corporation shall be man
aged and conducted by board of i've
/ directors who shall all be StcokholdrrS
and a majority of the directors OF TINS
| corporation present at any meeting In
person or by proxy shall constitute
quorum and majority vote of those
present in person or by proxy shall de-
eide all questions voted upon. SAID 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 legal
day thereafter. beginning on tn third
| Monday in January, 1922, and after M
teen days prior written notice having
been mailed TO each stakeholder OF re-
cord, to his last known ADDRESS Inc
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
books of the corporation for at least
ten days prior to the date of the cleo
ton. \ majority of the entire STOCK
issued and outstanding voted at such
election shall elect. Immediately after
the election of said board OF directors
and the adjourning of the stockholders
meeting, the newly elected board OF dl-
rectors shall elect from among their
number the officers OF this corpora
ton who shall be a president not more
than two vice-presidents. secretary
and a treasurer. The offices of secre-
tary and treasurer may be held by the
same person.
The failure to elect directors or of.
ficers as herein provided for, shall MOI
result in the dissolution of the cor
poration. but the then board OF dlrec'
tors and officers shall hold their respec-
tive offices until their successors are
duly elected and qualified.
Special meetings of the shareholders
NAV he held and ordered by the board
of directors and must be held upon the
request of not less than twenty-five pei
cent of the outstanding stock, altei
/, fifteen days notice to each STOCK
holder, stating the object or objects OF
; said meeting. Any vacancy occurrlnt
, on any board of directors shalI o.
J filled by the demanding members o.
a meeting called for that purpose; a1tei
; ten DAYS prior written nouce' the VI
rector or directors so elected TO noi'
office until the next annual stoch
holders meeting, but should II be I'M
: possible. for any cause. for any vacancy
or vacancies in the board of directors
70 be filled by the directors, such va
cancy or vacancies may be fllled D!
: the stockholders. at any meeting calle'
: for that purpose by the president. ,
ANY and all directors meetings, IN
notices for which are not herein speci
ficallv provided for, may be called D!
any officer of the corporation upon tei
, DAYS notice by mail Any dlrecto
. shall have the right to authorize an
: appoint any shareholder to vote LOT mn
at any and all directors meetings am
such proxy shall have ana eNercIse a,
of the powers of such director appoi"'
! ing him. ,,s g., ,b;s az
r that either directors or stockholders
: meetings may be held after cerlaI
y prescribed notices to the directors
l Stockholders il is understood al
agreed that any and all directors an
sfockholders' meetings may De heI
urithout notice whenever lawful. proVlu
e ed ALI directors or stockholders, as III
= case may be, waive notice In Wrltins y
e are present in person or py proxy
L such meeting or meetings. s,,-
The board of directors snail nave u.
e control of the property of this cor
v ooration and shall conduct. manage an
G nse the same as in their discretion liie
a deem best and that is CONSISTENT w W.
@ tho objects of the company ana us We
y fare and they shall have the power =.
nnaIya alter and annual such Dy-id"
!. ruIse and regulations as they E ~.
y think proper They shall nave ~
nower to buy, sell, mortgage, Pleus
a and lease any and all OF the p1opSit
Of this corporation whenever III ee ,
Judgment they deem sucn az 49, \ =
sary and proper and 10 lssue oo on,,oa. ,
y civilizations and to assume the SUM,
~ 49, oil leases, contracts and agree
Il nents 10 appoint such agents, cIelr
land employees as they deem pest, an
90 civ their salaries. terms or Office an
=. dSsmiss them at said boards plea: