The herald. [volume] (New Orleans, La.) 1905-1953, 1911-01-19

ana privileges hereinafter set fOrth, as well
as those granted or that may hereinafter
be granted by law 10 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; 10 make
and use a corporate seal and the same 10
alter and break at pleasure 10 name, elect
and appoint such directors, officers, mana
gers. attorneys, clerks and employees as IT'S
business, interests and convenience may re-
qure and TO make and adopt, and at its
pleasure amend or abrogate, such rules, reg
uatiOns 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 OF his death
absence or inability TO act, upon its vice
president: or, in the absence OF both preSi.
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 Of process
ARTICLE III.
The object and purpose for which this
corporation is formed, and the nature OF
the business TO be carried on by it, to-wit:
To write, design and prepare, and place
advertising. 10 contract lot OF 10 printing
or engraving and preparing of advertising
matter.
TO act as advertising experts, and to en-
gage in a general advertising business and
TO take over or acquire the stock in trade
and good will, the contracts OF George Adj
vertising SimmS, and to carry on the busl-
ness lately carried on in this city by the
said George Advertising Simms, and Sener-
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.
The capital stock Of this corporation is
hereby fixed at the sum OF ten thousand
dollars )$1O,OO0), divided into one hundred
1lOOD shares OF the par value of one hun
dred dollars (S1OO) 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 or
Directors shall have power TO issue said
stock at not less than par in payment for
labor done for or services rendered to, or
property actually received or purchased by
said corporation, and when issued for 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
such services or property.
All transfers OF shares of capital stock OF
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 I$1,C00l of the capital stock
shall have been actually subscribed for.
IL 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 stockholder
shall have and enjoy preferential right to
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.
Section l. 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 be
held on the first Wednesday of January in
each year IL the date fixed fer the cleo
tion Of said board shall fall on a legal hOl.
iday, 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 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 rescind
any bylaws of the company; to fix and de-
termine and to vary the amount TO be re-
aH 90
10 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 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,
a vice president and a secretary and treas
urer. Any two of such offices may be held
by the same person, exec that the presl-
dent shall hold no other office. The Board
OF Directors shall have power to designate
and define the duties and compensation of
all directors, officers, agents and employees
Of this corporation.
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
ton. ana may In evidence thereof issue, or
cause to ne 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 f. Worms and
Charles ". Worms, with George A. Simms
as president, Edwin +. Worms as vice-pres-
ident and treasurer, and Charles n. Worms
as 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
nd bo al