The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-17
CHARTER

June II. 1917, said cOrporatio nbeinS
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 CarDndelet 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 10y all stockholders. At which
meeting all stockholders or record was
present in person, IL was Votst uaani-
mously to amend and re-enact Articles
Four, Five, Six and Seven of the COM
panyS 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 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 AZ
the sum of one hundred thousand
($IOO. 900 OO) 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
crea Sed to one hundred and fifty thOuS-
and ($15O. 600 OO) dollars Ali stock
shall be issued for cash or its equlNa-
lent, including good will, as authorized
by law, or may he issued at not less
than par in payment for property actu-
Tally purchased OF for services actually
rendered the corporation. or the same
may be issued full paid for money ad-
vanCed or for such other valuable con-
sideratiOn or services. as the board of
directors may determine. All capital
stock not already issued shall be so
issued at such time or times ana upon
such terms and conditions as the
board of directors shall determine, sub
ject to legal requirements. All stock
shall be full paid and worcestershire
and no transfer of stock shall be bind
ing upon the company, unless recorded
upon the cOmpanyS books.
Frederick W Sinclair, a subscriber
to the entire increase of the capital
stock under this amendment. namely
eighty-ve thousand C$S5.00O.OO) dol
lars. represented by eight hundred fltty
shares has transferred. conveyed and
delivered to the corporation in full pay
ment and liquidation of such subscrlp-
tion, 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
in the statement filed herewith, giving
a detailed and itemiZed description, TO-
g-ther 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 MAI
aged and conducted by board OF i've
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 majority vote OF thOSe
present in person or by proxy shali Ge u;
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 legal holiday, "heh thS
/ election shall be held on the next lesaI
dav thereafter. beginning on Tn thlru
| Monday in January, 1922, and after III
teen days prior written notlce haNlhs
been mailed to each Stockholder 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, whlch
has been standing in his name on the
books of the corporation Tor at leas'
ten dayS prior TO the date of the cleo
ton, 4 majority of the entire stoct
| issued and outstanding Noteu at Suc
election shall elect. Immediately altei
the election of said board of directors
and the adjourning of the stockholders
meeting, the newly elected board OF Oh
rectors shall elect from among theh
number the officers OF this corpoIa
ton, who shall be a president, not more
than two yice-presdents, secretar!
and a treasurer. The offices OF secre
tary and treasurer may be held by th'
same person.
: The failure to elect directors or OF
ficers. as herein provided for, shall no
reSuit 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 ar
duly elected and oualified.
Special meetings of the shareholder:
NAV be held and ordered by the boar'
I of directors and must be held upon TN
request of not less than twenty-five pc
cent of the outstanding stock, afte
! fifteen days notice to each stocA
holder. stating the object or objects o
, said meeting. Any vacancy occurrin'
: on any board of directors snail o
! filled by the demaining members
, said board for the unexpired term,
} a meeting called for that purpose, are =,
ton days' prior written notice, the oil
, | rector or directors so elected 10 hoi
. office until the next annual sloch
holders meeting, but should II De I'm
possible. for any cause, ios any an d;rector
to be filled by the directors Such va
} cancy or vacancies may be filled o.
the stockholders, at any meeting cahe'
for that purpose by the president.
Any and all directors meetings Tn
notices for which are not herein SpeSl
) fically provided for, may be called o.
r any officer of the corporation upon te
r days notice by mail. ANY uIIeICo
r shall have the right to authorize an
< appoint any shareholder to vote TOT III
! al any and all directors meetings, an
Q such proxy shall have and exercise a.
4 of the powers of such director appoih'
Whenever It is provided in TINS ae
that either directors or stocKholueI!'
: meetings may be held after cerlal
: prescribed notices to the directors
!, stockholders. it is understoou az
! | agreed that any and all directors on
l. esackbolders' meetings may be mel
:. ,,,itbout notice whenever lawful, PROVE
. cd All directors or stockholders, as u
case may be, waive notice IN "rItlhs :
n are present in person or oy PioNS
. such meeting or meetings. - g.
= The board of directors shall nave ~
n control of the property OF ms ~ ~.
u noration and shall conduct, manage al
4 use the same as in their dlscretIon ~,
deem hest and that is consistent W.
:, fare and they shall have the power
make. alter and annual such bylaw
:, ruIse and regulations as they ne ~.
= rink proper They shall nave u
mower to buy, sell, mortgage, pIeu.
. and lease any and all OF the propSl
- of this corporation whenever IN tne
" iudqment they deem Sucn acts hee|
10 sary and proper and to issue bones ai
20 obligations and to assume the same,
fro