The herald., 1911-01-26

| law: and by and under that name it shall
have, enjoy and exercise all rights, powers
and privileges hereinafter set forth, as well
| as those granted, or that may hereinafter
| be granted by law to corporations OF this
| character. with full authority to contract,
sue and be sued, plead and be impleaded,
| appear, answer. and prosecute in any and
| all courts OF Justice and elsewhere TO make
| and use corporate seal and the same To
! alter and break at pleasure 10 name, elect
| and appoint such directors, officers. mana
gers attorneys, clerks and employees as its
! business. interests and convenience may re-
! quire: and to make and adopt, ana AT It's
| plea sure amend or abrogate, such rules, reg
| ulations and bylaws for the proper govern
| ment Of the affairs of the corporation as
may be necessary, proper or convenient
ARTICLE II.
The domicile Of this corporation is hereby
declared to be in the City OF New Orleans
| State OF Louisiana. and all citations or
| other legal processes shall be served upon
| its president or, in the event or his death
| absence or inability to act, upon its vice
| president; or. in the absence OF both prest
| dent and vice-president, upon the secre-
| tary ; or, in the absence OF all OF the OH
| GERS Of the corporation, upon such person
| as the Board OF Directors may designate as
| the person TO receive service or process.
ARTICLE III.
The object and purpose for which this
| corporation is formed, and the nature Of
| the business 10 be carried on by ii, to-wit:
To write, design and prepare, and place
| advertising. To contract Tor or DO printing
or engraving and preparing of advertising
| matter.
To act as advertising experts, and to en-.
| gage in a general advertising business ana
| TO take over or acquire the stock in trade
and good will, the contracts OF George Ad-
yertising Simms, and to carry on the DuSl-
| ness lately carried on in this city by the
said George Advertising Simms, and gener-
a. oil atS
| into all contracts that may be necessary
| or proper or convenient for the accomplish
ment OF any or all OF the aforesaid pur-
| poses. 49,
| The capital stock OF this corporation Is
| hereby fixed at the sum OF ten thousand
| dollars (S1O,0OO), divided into one hundred
lOOD shares OF the par value OF one hun
| dred dollars (S100D each Said stock shall
| be paid for in cash or its equivalent in such
amounts, at such times and after Sucn no
| tice as may be prescribed and determined
by the Board OF Directors, or said Board OF
| Directors shall have power 10 issue said
stock at not less than par in payment Tor
| labor done for, or services rendered TO, or
property actually received or purchased Dy
| said corporation, and when issued Tor laDOr
| done services rendered or property re
ceived or purchased, the valuation OF such
| labor or services or such property shall be
fixed by the Board of Directors, and such
valuation when fixed by resolution OF
the Board OF Directors shall be conclusive
upon all stockholders and persons dealing
with said corporation as to the value OF
such services or property.
All transfers OF shares OF capital STOCK or
this corporation shall be entered on the
stock book, and no transfer OF stock snail
he binding, in any manner, on this corpora.
ton unless and until so registered in said
stock book.
This corporation shall have the right TO
commence business and be going concern
when this act of Incorporation shall have
been signed, and when the sum of one thou
sand dollars $4,000 OF the capital stock
shall have been actually subscribed for.
II at any time the Board of Directors
shall decide TO dispose OF the remainder OF
the capital stock or any additional capltai
stock which may be issued each stakeholder
shall have and enjoy preferential right 10
subscribe pro rata TO the extent OF their
respective holdings thereto. Any shares OF
stock so offered for subscription which may
not be subscribed for under the rights here
by conferred, shall be disposed OF by the
Board Of Directors in their discretion for
the benefit of the corporation at not less
than par.
ARTICLE V.
Section / All of the corporate powers |
now or hereafter by law vested In this cor,
poration shall be vested in and exercised
by a Board OF Directors composed OF three
CD stockholders, who shall be elected annu' |
ally at a meeting Of the corporation TO pe
held on the first Wednesday of January in |
each year. II the date fixed for the cleo |
ton OF said board shall fall on legal hol-
iday the election shall be held on the first
day thereafter not a legal holiday and the
Board of Directors elected at any such
annual meeting shall hold and exercise their /
offices until their successors be duly elected
and qualified.
Section 3 In furtherance. and not in
Limitation Of, any Of the powers hereby, or
by statute conferred, the Board OF Direc-
tors is expressly authorized:
a. To make, alter, amend and reSclnd
any bylaws of the company; to fix and de-
termne and TO vary the amount to be re-
served working capital OF the company
TO determine whether any, and II any, what
part Of any accumulated profits shall be de
clared in dividends and paid to the stock
holders
b. To fill any vacancy among their num-
Der or in any other Office arising through
DEATH resignation, disqualification or other
cause for the unexpired term thereof, the
remaining directors being hereby vested with
power to fill such vacancies by an affirma-
tive vote Of a majority of the remaining
directors.
c. To elect from among their number,
Immediately after the election OF the board
or as soon thereafter as may be, president,
vice president and secretary and treas
urer. Any two Of such offices may be held
dent shall hold no other office. The Board
Of directors shall have power to designate
and define the duties and compensation or
all directors, officers, agents and employees
d. To borrow money from time TO time
and In such amounts and upon such terms
and conditions as they may deem proper
for the corporate purposes OF this corpora
tion, and may in evidence thereof issue, or
cause to We issued, the notes, bonds, deb
entures or other obligations Of the company
therefor, and may secure the same by mort
gage. pledge or hypothecation of the whole
or any part of the assets and property OF
this corporation.
Section 3. For the time being and until
the stockholders OF this company can be
convened in general meeting to elect direc-
tors, the Board OF Directors shall consist OF
George A. Simms, Edwin +. Worms and
Charles Y. Worms, with George A. Simms
as president, Edwin +. Worms as vice-pres-
ident and treasurer, and Charles n. Worms
secretary.
The directors elected at said election shall
serve until the first Wednesday In January,
1911, or until their successors are elected.
ARTICLE vi. (
The capital stock Of this corporation may
be increased or reduced, and this charter
may be amended, altered, or modified at
any time in accordance with the laws Of
the State of Louisiana at that time being
in force, and this corporation may be dis
solved by a vote Of two-thirds Of the whole