The herald. [volume] (New Orleans, La.) 1905-1953, 1911-01-12
ARTICLE |.

horo Iv darlaraJ 70 be George Advertising
Simms Company, Inc, ana uhder us saiu
corporate name II shall nave ana ENJOY
cornorgte existence and succession for MT!
t5GI years from and after the date mercer:
unless sooner dissolved by the aclloh OF
the stockholders in the manner provided Dy
law; and by and under that naLne 1t Sna.,
have. enjoy and exercise all rights, powers
and privileges hereinafter set forth. as wei
as those granted, or that may herelRa!te,r
he granted by law TO corporations Oh lh!s
character with full authority 10 contract
she and be sued, plead and be Implicated;
appear, answer, and prosecute IN any anu
ali courts Of justice and elsewhere 10 hlahe
and use a corporate sea- ana 'n nam S@ni eIec,
alter and break at pleasure; 10 name, elec'
and appoint such directors, ofncers, mana
gers attorneys, clerks and employees as ns
business interests and convenience may re
ouire: and 10 make and adopt, ana at lts
nIpa sure amend or abrogate, such rules, reg
ulations and bylaws for the proper govern
mpnt OF the affairs of the corporation as
may be necessary, proper or convenient
ARTICLE IL.
The domicile Of this corporation is hereby
declared 10 be in the City of New orleans
State OF Louisiana. and all citations OF
other legal processes shall be served upon
IFS president or. in the event or MS ueath'
absence or Inability TO act, upon us VIZ
president: or, in the absence OF both prest
dent and yice-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 ds
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 II, to-wlt
TO write, design and prepare, and place
advertising. TO contract for 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 TRACE
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-
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. Nv
The capital stock Of this corporation is
hereby fixed at the sum OF ten thousand
| dollars (S1O,OOO), divided into one hundred
| 1OO) shares of the par value of one hun
| dred dollars $1,000 each. Said stock shail
| 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 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 by
| said corporation, and when issued Tor LABOR
done services rendered or property re
| ceiyed or purchased. the valuation of such
| labor or services or such property shall be
| fixed by the Board of Directors, ana such
valuation when so fixed by resolution or
the Board Of Directors shall be conclusive
upon all stockholders and persons dealin:
| with said corporation as TO the value OF
| such services or property.
All transfers Of shares OF capital STOCK on
! this corporation shall be entered on the
| stock book, and no transfer or STOCK shali
| be binding. in any manner, on this corpora,
tion unless and until so registered In said
! stock book.
| This corporation shall have the right 10
| 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 $4,000 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 OIL
| the capital stock or any additional capital
i stock which may be issued. each stakeholder
i shall have and enjoy preferential right 10
| subscribe pro rata to the extent OF thelI
respective holdings thereto. Any shares OF
| 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 fol-
the benefit of the corporation at not less
than par
Section /. All Of the corporate powers
now or hereafter by law vested in this cor
pOration shall be vested in and exercised
i by a Board OF Directors composed OF three
| (3) stockholders, who shall be elected annu
ally at a meeting Of the corporation to bt
| held on the first Wednesday of January II
each year II the date fixed for the cleo
ton of said board shall fall on legal mol
i iday, the election shall be held on the first
day thereafter not legal holiday, ana tht
u Board OF Directors elected at any sucE
Il annual meeting shall hold and exercise Their
offices until their successors be duly elected
and qualified.
/ Section 2 In furtherance, and not In
limitation of, any Of the powers hereby, OF
by statute conferred, the Board OF Direc
tors is expressly authorized:
i a. To make, alter, amend and rescinc
any bylaws Of the company; to fix and de
| termine and to vary the amount TO De re
served as working capital OF the company
TO determine whether any, and II any, VIVA
| part of any accumulated prohts shall DE de
clared in dividends and paid to the stock
holders.
; Der or in any other Office arising through
; death, resignation, disqualification or othel
cause for the unexpired term thereof, th'
remaining directors being hereby vested will
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 bOarC
or as soon thereafter as may be, president
a vice-presdent and a secretary and treas
urer. Any two Of such offices may be hell
by the same person, exec Y lnat lne presl
dent shall hold no other office. The Boar
of Directors shall have power to designate
and define the duties and compensation o
all directors, officers, agents and employee
of this corporation.
| d. To borrow money from time to tim
, and In such amounts and upon such term
and conditions as they may deem prope
, for the corporate purposes or this corpora
ton, and may in evidence thereof issue, o
cause to ne issued, the notes, bonds, deb
| entures, or other obligations OF the compan.
therefor, and may secure the same by mort
gage, pledge or hypothecation of the whol
! or any part Of the assets and property
, this corporation.
! the stockholders of this company can b
convened in general meeting to elect direc
tors the Board of Directors shall consist o
George A. Simms, Edwin F. Worms am
| Charles y. Worms, with George A. Simm
as president, Edwin +. Worms as vice-pres
ident and treasurer, and Charles n. worm
u 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 ma,
be increased or reduced, and this charte
may be amended, altered, or modified a
L any time In accordance with the laws o
|, the State of Louisiana at that time BEN
in force, and this corporation may be dis
: solved by a vote Of twO-thirds OF the Who'll
: capital stock, at a meeting called for tina
purpose.