The herald., 1922-09-07
CHARTER


! Who declared that by resolution
and vote adopted and voted at a special
meeting Of the stockholders of the Sin
clair Agency. Incorporated, held at the
office Of the company in the CarOnda-
let Building, corner of CarDndclet and
Gravier Streets New Orleans LolrS-
lana on the 18th day of july, 1922. held
by consent of all of the stockholders of
said corporation and upon waiver Of mo-
tice of time and place Of said meeting.
| signed by all stockholders, at which
meeting all stockholders or record was
present IN person, II was vot"l miami
mouSly TO amend and Te-euIct Articles
Four Five, SIX and Seven Of the COM
'panyS charter in the words and figures
hereinafter set out. all of which ap-
pears frore certified copy Of the min
utes of said meeting, hereto annexed
land made part thereof.
Appcarers 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
CURED by law for the purpose of at
iiordIng authentic reference and permJ-
nent record.
said appearers 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 re-enacted TO
read as follows:
ARTICLE " The capital stock
of this corporation is hereby fixed at
the sum Of one hundred thousand
/ C>l0UOUVOO) 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 10 one hundred and fifty thous-
and Isl U.UUU.OU) dollars All stock
shall he issued for cash or its cquiva-
lent. including good Will, as authorized
10y law, or may be issued at not less
than par in payment for property actu-
| HI,r
! rendered the corporation. or the same
may lie issued fun paid for money add
|Vanced or for such other valuable con-
[ SideTatiOn 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 he fun paid and worcestershire
and no transfer of stock shall be bind
ing upon the company, unless recorded
/ upon the COmpdnyS books
! Frederick W. Sinclair, a subscriber
to the entire increase of the capital
/ stock under this amendment namely
icighty-ve thousand ($S5.0OOOO) dol
/ lars, represented by eight hundred fifty
1 shares. has transferred conveyed and
delivered to the corporation in full pay
ment and liquidation of such SubScrlp-
ton, all of his right, title and interest
! in the business of +. W Sinclair, Gen
| cral Agency, Life and Accident, lnclud-
/ ing agency contract, good will, OrGani-
cation, earned commissions, as shown
in the statement filed herewith. giving
a detailed and itemlZed description, to-
I grthcr with the value thereof, as APP
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 board Of five
directors who shall all be stockholders
and majority Of the directors of this
corporation present at any meeting IN
person or by proxy shall constitute
: quorum and a majority vote of those
present in person or by proxy shall de-
eide all questions voted upon. said di-
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 III
teen days prior written notice having
been mailed to each stakeholder of re-
cord, to his last known address. The
voting shall be by ballot and each
StOCkholdcr 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 elec-
! tiOn. \ 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 StockholdeTS
/ meeting, the newly elected board of di-
rectors shall elect from among their
number the officers of this corpora
ton, who shall be a president, not more
than two vice-presidentS. "A 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 not
result in the dissolution of the cor
| Inc hut no hpn hoard UlTeC-
TORS and officers shall hold their reSpec-
tive offices until their successors are
duly elected and qualified.
Special meetings of the shareholders
may be held and ordered by the board
of directors and must be held upon the
request of not less than twenty-five per
/ cent of the outstanding stock, after
| fifteen days notice to each stock
holder, stating the object or directs r oI
| said meeting. Any vacancy occurring
/ on any board of directors snail De
filled by the demaining members OF
I said board for the uneXpired term, at
a meeting called for that purpose, after
ten days prior written notice, the Ill
rector or directors so elected TO hold
office until the next annual STOCK
holders meeting, but should IT be I'M
IposSible, for any cause, for any vacancy
or vacancies in the board of directors
to be filled by the directors, such va
cancy or vacancies may be filled by
the stockholders. at any meeting called
Any and all directors meetings, the
notices for which are not herein specl~
fically provided for. may be called by
any officer of the corporation upon ten
DAYS notice by mail. Any director
shall have the right to authorize and
appoint any shareholder to vote for MN
at any and all directors meetings. ana
such proxy shall have and exercise ali
of the powers of such director appoint
ing him. ,.
| Whenever II is provided in this act
that either directors or stOckholuerS
meetings may be held after certain
| prescribed notices to the directors or
Stockholders. il is understood ana
agreed that any and all directors ana
stockholders meetings may be heid
without notice whenever lawful proVld-
ed all directors or stockholders as the
lease may be, waive notice in writing OF
are present in person or by proxy ~
such meeting or meetings. ~
The board of directors snail nave IuIl
control of the property OF TINS cor,
lporation and shall conduct, manage ana
luse the same as in their discretion they
deem best and that is consistent with
the objects of the company and its Wei
fare and they shall have the power 10
make, alter and annual such bylaws
rulse and regulations as they may
! think proper They shall have nun
mower to buy, sell, mortgage, pleuse
and lease any and all of the properly
Of this corporation whenever in their
judgement they deem such acts neces-
SarY and proper and to issue bones ana
lobIirations and to assume the same 10
make all leases, contracts ana agree
ments to appoint such agents, clerks