The herald., 1911-01-05

one thousand nine hundred anu zen o'IoI
me Alexis Brian, a Notary Public, in ana
for the Parish OF Orleans aforesaid duIy
commissioned and qualified. and In the pres
cnce OF the witnesses hereinafter named ana
undersigned, personally came ana appeared
rho several persons whose names are mere
unto subscribed. who declared to me; No
tary in the presence of the undersigned
witnesses that, availing themselves OF the
provisions OF the laws of the State Of Lou
isiana respecting the organization OF cor
poratiOns. they have mutually agreed ana
contracted, and by these presents 90 aslee
and contract and bind aid oOllgate them
selves their heirs and assigns ana all per
sons who may hereafter become associated
with them herein. TO form corporation
and do hereby form and organize c0rpor-
alton under the name and for the objects
and purposes and under the terms, stlpula-
tions and provisions contained In the FOL
lowing articles, to-wit:
ARTICLE l.
The name and title Of this corporation is
hereby declared 10 be George Advertising
Simms Company, Inc, and under It's SAID
corporate name II shall nave ana enjoy
corporate existence and succession Tor nitt
tjOo wears from and after the date hereo1.
unless sooner dissolved by the action OF
the stockholders in the manner provided by
law: and by and under that name IL ShaIl
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 thls
character, with full authority 10 contract
she and be sued, plead and be impleaded.
anncar answer, and prosecute in any ana
all courts of justice and elsewhere 10 make
and use corporate seal ana the same 10
alter and break at pleasure; TO name, elect
and appoint such directors, officers, mana
gers attorneys, clerks and employees as us
business interests and convenience may re
ouire and to make and adopt, and at It's
Measure amend or abrOgate, such rules, reg
uIations 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
| it's president or, in the event OF his death,
| absence or inability TO act, upon its vice
nresident; or in the absence of both presi
| dent and vce-president. upon the secre'
| tary; or, in the absence of all OF the ON
| GERS of the corporation, upon such person
| as the Board of Directors may designate as
| the person to receive service OF process
ARTICLE III.
The object and purpose for which this
| CORPORA alton is formed and the nature Of
| the business TO be carried on by ii, to-wit:
To write, design and prepare, and place
| advertising. To contract for or do printing
| or engraving and preparing OF advertising
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-
| vertsing Simms, and to carry on the busl-
ness lately carried on in this city by the
said George Advertising Simms, and gener-
ally to do all acts and things and enter
| into all contracts that may be necessary
| or proper or convenient for the accomplish
ment OF any or all of the aforesaid pur-
poses.
/ . ton, l.
| hereby fxed at the sum of ten thousand
| dollars tS10,00O), divided into one hundred
| (1O0) shares of the par value of one hun
bred dollars (s100) each. Said stock shall
| be paid for in cash or its equivalent, in such
| amounts, at such times and after such no
| tice as may be prescribed and determined
! by the Board of Directors, or said Board OF
! Directors shall have power to issue said
| stock at not less than par in payment for
| labor done for, or services rendered 20, or
| property actually received or purchased by
| said corporation, and when issued Tor labor
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 so 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 shall
| be binding, in any manner, on this corpora.
tion unless and until so registered In said
| stock book.
This corporation shall have the right to
| commence business and be a going concern
when this act of incorporation shall have
| been signed. and when the sum of one thou
sand dollars (S1,O0O) of the capital stock
shall have been actually subscribed for.
If at any time the Board of Directors
| shall decide to dispose of the remainder of
the capital stock or any additional capital
| stock which may be issued, each stakeholder
shall have and enjoy preferential right 10
subscribe pro rata to the extent sS oil I'll tne III
stock so offered for subscription which may
not be subscribed for under the rights here
| by conferred, shall he disposed of by the
| Board OF Directors in their discretion for
| than par
Section 1. All of the corporate powers
now or hereafter by law vested In this cor.
poratOn shall be vested in and exercised
| by Board OF Directors composed of three
60 stockholders. who shall he elected annu'
ally at a meeting of the corporation to be
held on the first Wednesday of January in
each year If the date fixed for the cleo
tion OF said board shall fall on legal hol.
day the election shall be held on the first
day thereafter not legal holiday, and the
Board of Directors elected at any such
annual meeting shall hold and exercise THEFT
offices until their successors be duly elected
and qualified.
Section p 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 rescind
any bylaws of the company; to fix and de
termne and to vary the amount TO DE re
served as 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 mum
Der or ia any other office arising through
death. resignation, disqualification or Other
cause for the uneXpired term thereof, Tn,
remaining directors being hereby vested will
power to fill such vacancies by an afirma
tive vote of a majority of the remaining
directors
c. To elect from among their number
Immediately after the election of the bOarC
or as soon thereafter as may be, president
| a vice-president and a secretary and treas
urer. Any two of such offices may be held
| by the same person, excCR that the presi
dent shall hold no other Office The Boart
, of directors shall have power to designat,
and define the duties and compensation Of
of this corporation.
d. To borrow money from time TO time
and in such amounts and upon such term'
and conditions as they may deem prope
, for the corporate purposes OF this corpora
ton. ana may in evidence thereof ISSUE o.
cause to ne issued, the notes, bonds, deb
entures, or other obligations of the company
therefor, and may secure the same by mort
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