The herald., 1912-11-07

organize corporation under the following
conditions, to-wit;
The name Of the corporation Is hereby de-
clared TO be Simms- Beauyais Advertising
Agency, Incorporated, and shall have and
enjoy corporate existence for a period of
fifty years from and after the date hereof,
unless sooner dissolved in the manner pro-
vided by law; and by and under that name
II shall have, enjoy and exercise all rights,
powers and privileges hereinafter set forth
as well as those granted, or that may be
hereinafter granted by law, the full author
ity to contract, sue and be sued; TO make
and use corporate seal and the same 10
alter and break at pleasure; TO 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 abrogate
such rules, regulations and bylaws for the
proper government of the affairs of the cor
poration as may be necessary, proper or
convenient.
ARTICLE II.
The dOmicile OF the corporation Is de-
all citations or other legal processes shall
be served in accordance with the laws gov
erning 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 il, are:
TO write, design and prepare and place
advertising; TO contract for and TO do print
Using matter.
To act as advertising experts and agents,
and TO engage in a general advertising bust
ness including magazines, newspaper, bill
tisiug pertinent or appertaining to the gen.
eral advertising business.
To own real estate, leases, etc, and to
buy and sell movable and immoVabes.
ARTICLE ".
The capital stock of this corporation Is
hereby fixed at the sum of twenty-five thou
sand dollars 1925, 100000 divided into 30
shares OF the par value Of one hundred dol
lars each, l25 shares to be preferred per
cent guaranteed dividend stock and 12J
shares TO be common or operative stock.
Said stock shall be 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-
ton 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 going concern
when this act of incorporation shall have
hppn signed m ~ *
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
the corporation. The first board OF directors
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 d.
rectors at their first meeting shall select
secretary who shall not necessarily be
stakeholder or director Of the corporation.
number TO five at pleasure and the new
members so created shall serve till their
successors are elected at the following cleo
ton 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 Gre
ated 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
a meeting called for that purpose, on ten
days notice, and 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 fix
and define the powers duties and compensa-
ton OF said commissioners and the security
IL any to be furnished by them. Said COM
missioners shall remain liz 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 H.
quotation.
ARTICLE VIII.
The persons whose names are hereunto
subscribed are hereby declared to be the
incorporators Of the corporation, and have
written opposite their names the
amount Of stock subscribed by each of them.
so that this act of Incorporation may also
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. eraser and NJ. ID. Dimitry,
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.
% shares; Gilbert Edge, 8 shares.
State of Louisiana, Parish of Orleans.
Office of Recorder of Mortgages.
/, 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
EsItLd5g Agency Ins Yq1 Q
Deputy Recorder of Mortgages.
/, the undersigned notary, do hereby GER
tify that the above and foregoing is a true
and correct copy Of the original charter OF
the Simms-Beauvais Advertising Agency, In
the original of which Is on file
and Of record in my office.
New Orleans, September %, 1912.
GEO. w. FLYNN, Not. Pub.
oct 3 10 II "a 81 nov
CHARTER