The herald., 1912-10-24
CHARTER,
OF THE SINS S-BEAUvAIS ADVERTISING
AGENCY, INCORPORATED.
STATE OF LOUISIANA. PARISH OF OR
LEANS CITY OF NEW ORLEANS.

the Independence of the United States of
America the one hundred and thirty-Sixth,
personally came and appeared, the several
persons whose names are hereuntO subScrib-
ed, who declared to me, notary. in the pres
ence of the undersigned witnesses, that,
availing themselves Of the provisions of the
laws Of the state of Louisiana, they have
mutually agreed and contracted. and by
these presents do agree and contract, to I
form corporation, and do hereby form and
organize a corporation under the following
conditions, tO-wit:
ARTICLE ].
The name of the corporation is hereby de-
clared TO be Simms BeaUyaiS Advertising
Agency, Incorporated, and shall have and
enjoy corporate existence for period of
nifty years from and after the date hereof
unless sooner dissolved in the manner pro
vided by law; and by and under that name
it shall have, enjoy and exercise all rights,
powers and privileges hereinafter set forth,
well those granted, or that may be-
hereinafter granted 10y law, the full author
ity to contract, sue and he sued TO 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 its
business may require, and 10 make and
adopt, and at its pleasure amend or ahrOgatc
such rules regulations and bylaws for the
proper government of the affairs Of the cor
poration as may be necessary, proper or
convenient.
The dOmicile of the corporation IS de
clared to he in the city of New Orleans and
all citations or other legal processes shall
be served in accordance with the laws gov
erning the service of corporations.
ARTICLE Ill.
The objects and purposes for which this
corporation is formed, and the nature of the
business TO be carried on by il, are:
TO write, design and prepare and place
advertising; TO contract for and to do print
Ing, or engraving and preparing Of adyer-
tiSing matter.
To act as advertising experts and agents,
and 10 engage in general advertising bust
ness including magazines, newspaper, bill
board, bulletin and all other forms of adver-
tSiug pertinent or appertaining 10 the gen
eral advertising business.
To own real estate leases, etc, and to
buy and sell movable and immOyabeS.
ARTICLE ".
The capital stock Of this corporation is
hereby fixed at the sum of twenty-five thou
sand dollars 1928, ,000.00D divided into 80
shares of the par value of one hundred dol
lars each, l25 shares TO be preferred s per
cent guaranteed dividend stock and 12J
shares to be common or operative stock.
Said stock shall he paid for in cash or its
equivalent in such amounts, at such times
and after such notice 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, 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 prop
erty shall be fixed by the board of directors
and such valuation when fixed by a reSolu-
tiOn of the board of directors shall be con-
elusive upon all stockholders and persons
dealing with said corporation as TO the value
Of 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
tion unless and until so registered in said
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 a going concern
when this act of Incorporation shall have
been signed and when the sum of S5,O00.0O|
of the capital stock shall have been actually
subscribed for.
ARTICLE V.
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 of 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
shall consist of George A. Simms, as pres
ident. 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 di-
rectOrs at their first meeting shall select a
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 are elected at the following cleo
tion as fixed herein.
ARTICLE VI.
The capital stock Of this corporation may
be increased or reduced and this charter may
be amended, altered or modified in accord
ance with the laws under which ii Is ere
ated and may be dissolved by 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
a meeting called for that purpose, on ten
days notice, and a majority In amount Of
the capital stock Of the corporation repre-
sented and voting at such meeting shall be
requisite to elect such commissioners. The
majority of the stock represented and voted
at said meeting shall have the right TO hX
ana 0eune the powers, uuIleS ana cOmpenSd-
tiOn of said commissioners and the security
IL any to be furnished by them. Said COM
missionsrs shall remain In office until the
affairs of said corporation shall have been
fully liquidated and its assets distributed.
In case of the death, resignation or inability
to act of one or more OF said commissioners,
the survivor or survivors shall continue TO
act with the same power and shall be au-
thoriZed to continue and complete the IL
quidation.
ARTICLE VIII.
The persons whose names are hereunto
subscribed are hereby declared to be the
incorporators of the corporation, and have
respectively written opposite their names the
amount of stock subscribed by each of them,
serve as the original subscription list to the
capital stock of this corporation.
Thus done and passed in my notarial Of.
fee In the city of New Orleans, parish Of
Orleans, state of Louisiana, In the pres
ence of Jules A. Grasser and NJ. ID. Dimitry,
competent witnesses of lawful age, both re-
siding in the city of New Orleans, and who
have subscribed their names hereto together
with the appearers and parties hereto and
me- notary after reading of the whole.
signed: Geo. A. Simms, % shares; l.. f.
Beauvais, 25 shares; Gilbert Edge, shares.
State of Louisiana, Parish of Orleans.
Office of Recorder of Mortgages.
l. the undersigned Recorder Of Mortgages
for the parish of Orleans, do hereby certify
that the above and foregoing charter was
recorded In book 1855, folio 513 of my office,
same being charter Of the Simms-Beauvais
Advertising Agency, Incorporated.
(Signed) EMILE LEONARD,
Deputy Recorder of Mortgages.
I, the undersigned notary, do hereby GER
tify that the above and foregoing Is a true
and correct copy of the original charter of
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