The herald. [volume] (New Orleans, La.) 1905-1953, 1912-10-31
CHARTER.

| the Independence of the United States o.
u America the one hundred and thirty-sIXth
personally came and appeared, the severa
persons whose names are hereuntO SubScrib
4 ed, who declared TO me, notary, in the pres
ence Of the undersigned witnesses, that
4 awaiting themselves of the provisions of tn,
laws of the state of Louisiana, they have
1 mutually agreed and contracted, and by
! these presents do agree and contract, tC
! form corporation, and do hereby form anC
! organize corporation under the following
conditions, tO-wit:
ARTICLE |.
! The name Of the corporation is hereby de
| clared to be Simms Beauvais Advertising
| Agency, Incorporated, and shall have and
! enjoy corporate existence for a period OF
4 nifty years from and after the date hereof
unless sooner dissolved In the manner pro
| vided by law; and by and under that name
! 1t shall have enjoy and exercise all rights
| powers and privileges hereinafter set forth
as well as those granted, or that NAV be
| hereinafter granted by law, the full author.
| ity 10 contract, sue and be sued; TO make
and use corporate seal and the same Ia
| alter and break at pleasure; 10 name elect
| and appoint such directors officers mana.
gers, attorneys, clerks and employees as its
/ business may require, and TO make and
/ adopt, and at its pleasure amend or abroga 70
| such rules, regulations and bylaws for the
proper government of the affairs of the cor.
poration as may be necessary, proper or
| convenient
ARTICLE H.
The domicile Of the corporation Is de-
! clared to be in the city of New Orleans and
all citations or other legal processes shall
be served in accordance with the laws gov
erntng the service of corporations.
ARTICLE III.
The objects and purposes for which this
corporation is formed and the nature of the
business to be carried on by it are
To write, design and prepare and place
advertising; TO contract for and to do print
ing, or engraving and preparing of adver-
Using matter.
To act as advertising experts and agents.
and TO engage in a general advertising bust
ness including magazines, newspaper, bill
board, bulletin and all other forms of adver-
tlSlug pertinent or appertaining to the gen.
eral advertising business.
To own real estate, leases, etc, and to
buy and sell movable and lmmovables
ARTICLE ".
The capital stock of this corporation Is
hereby fixed at the sum of twenty-five thou
sand dollars (S2J,OO0OO) divided into 30
shares OF the par value of one hundred dol
lars each, 12J shares to be preferred s per
cent guaranteed dividend stock and lbs
shares to be common or operative stock
Said stock shall be paid for in cash or its
equivalent, in such amounts, at such times
ana AFTER such notice 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 for labor done, or services rem
dered TO, or property actually received or
purchased by said corporation. and when so
issued for labor done, services rendered or
property received or purchased, the valua-
tiOn of such services or labor or such pron-
erty shall be fixed by the board of directors
and such valuation when fixed by a resolu-
ton of the board of directors shall be con-
elusive upon all stockholders and persons
dealing with said corporation as to the value
or such services and property.
All transfers of shares of capital stock
Of this corporation shall be entered on the
stock books and no transfer of stock shall
be binding, in any manner, on this corpora.
rpQiSfprpI in Sai1
stock book. All stock must first be offered
TO the board Of directors who shall be al
lowed to purchase same at the book value
prior to the offer to sell to any one else and
they shall be allowed a period of ten DAYS
In which to either buy or reject the offer.
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 $4,000 90
OF the capital stock shall have been actually
subscribed for.
All the corporate powers by law vested in
this corporation shall be exercised by a |
board of directors composed Of three stock |
holders, who shall be elected annually at a
meeting or the corporation to be held on |
the first Wednesday in August in each year.
and shall hold office until their successors
be duly elected and qualified The said |
board OF directors is authorized to fill any
vacancy among their number or the officers |
vacancy among their number or the officers of |
the corporation. The first board Of directors
shall consist Of George A. Simms, as pres
ldent, l.. +. Beauvais as vice-president and
treasurer, and shall hold Office until their
successors are elected at the election to
take place on the first Wednesday In the
month OF August 1913. The board Of d.
rectors at their first meeting shall select
secretary who shall not necessarily be
stockholder or director of the corporation.
The board of directors may increase their
number to five at pleasure and the new
members so created shall serve till their
Successors elected nu-in all
ARTICLE vi.
The capital stock of this corporation NAV
be increased or reduced and this charter NAV
be amended, altered or modified in accord
lnce with the laws under which 1t Is Gre
lted and may be dissolved by a vote of two
thirds OF the common stock, at a meeting
called for that purpose.
ARTICLE VII.
whenever this corporation Is dissolved,
either by limitation or from any other cause
the affairs shall be liquidated by one or
more commissioners to be appointed from
amongst the stockholders at the same meet
ing, or at any adjournment thereof at which
said dissolution may be decided upon, or at L
Z meeting called for that purpose, on ten
lays notice, and a oma jority In amount of
The capital stock Of the corporation repre-
'ented and voting at such meeting shall be
to elect such commissioners. The
majority of the stock represented and voted
1t said meeting shall have the right to fix
md define the powers, duties and compensa-
ion OF said commissioners and the security |,
4 any to be furnished by them. Said COM
nissiOners shall remain In Office until the
lffairs of said corporation shall have been
'ully liquidated and Its assets distributed
In case of the death, resignation or inability
% act Of one or more Of said commissioners,
he survivor or survivors, shall continue to
let with the same power and shall be au-
,horized to continue and complete the H.
Iuidation.
ARTICLE VIII.
xyhn
are hereby declared to be the
ncorporators Of the corporation, and have
written opposite their names the
mount of stock subscribed by each Of them,
10 that this act of Incorporation may also
erve as the original subscription list to the
apital stock Of this corporation.
Thus done and passed in my notarial Of
Ice In the city of New Orleans, parish OF
nee of Jules A. eraser and VI. ID. Dimitry,
Competent witnesses Of lawful age, both re-
iding In the city of New Orleans, and who
ave subscribed their names hereto together
With the appearers and parties hereto and
ne, notary, after reading of the whole.
Signed: Geo. "A. Simms, % shares; L. F.
,eauvais, % shares: Gilbert Edge 3 shares
State of Louisiana, Parish of Orleans
Office of Recorder of Mortgages
!, the undersigned Recorder Of Mortgages
or the parish of Orleans, do hereby certify !
hat the above and foregoing charter was ,
ecorded in book 1855, folio 513 of my office, !
anne being charter of the Simms -Beauvais |
'd Hs,tLd5gg Agency, IHns0rporated; :
Deputy Recorder Of Mortgages
/, the undersigned notary, do hereby GER /.
ify that the above and foregoing Is a true !
nd correct copy of the original charter of
he Simms Beauvais Advertising Agency, In