The herald. [volume] (New Orleans, La.) 1905-1953, 1917-01-04
CHARTER
OF NATIONAL ADVERTISING CON-
FANI. INt.

art Parish Il Orleans.
BE f. Iu.ar. 'ha, 90 ,a., l+,h day q the
,...r'. 81 D'.yH.rr. O.. ia" go. 't ."'. - .'
on, thousand alu, hundred and s.Ntec" .
Iala. rrf.r, me. Frank WA. Hart, no.
ra-. public duly gru-a~ol med and guam .
fed. a and for ,-e PARISH % Orleans STAG
uI louisiana, aforesaid there" its'A-Ns' gu
lu 'ne presence OF the wl-ao.,e, aere'"aLttT .
named and uuders, guci, personally came .
and appeared. The several parties whose
names are Hereunt' ~I'-sTI 'rA. "-' 'S'''
ally declared that, awaiting themselves o.
the laws Of the state - L. lI-'aaa' }" s--h .
cases made and provided. .ley have cove .
uau'cl and agreed. and DO, by tae.e pres .
rr.-, covenant and agree and bind them
hereafter become associated with them, -
fp-u corporation and body Poi.uc IN law
for thc objects and purposes and under Inc
articles and stIpu.auOus following own
Article The name y, this corporation
shall be the National Advertising Com
paay, Inc" and under lis said corporate
name, d; shall have power and authority 10
have and 70 ENJOY corporate existence anu
succession for the full term Of nincty-nlne
On years from and after the date hereof
20 contract, 10 sue and be sued, 10 make
alter and break at pleasure; - hold, re
Crlve, purchase. hypO;hecate, sell, lease or
pledge. real and personal property; 20 issue
negotiable bonds and notes, OF other ev!-
dences Of debt: 20 name and appoint such
Managers agents, directors and officers as
rs business interests and convenlenGes may
require, and TO make and estaDaIish' as
well as alter and amend, from time 10 time
such bylaws. rules and regulations Tor the
proper government OF the AFFAIRS OF iAiN
corporation as may bc necessary ana proper.
Article 1.-THE domICiIe Of this Cprpo-
ration shall be in the city 81 Ne" pT!eai''
State OF Louisiana, provided that VITA the
written consent Of all directors, valld meet
iugs Of directors may be held without ms
state. or elsewhere within this state; and
all citations and other lega! process, snail
hc served upon the president Of thlS cor
pJraton, and, IN the event OF ms absence
upon the secretary thereof, and, IN the ao-
president Of this corporation.
Article III.-Thc objects and purposes Tor
which this corporation - Organized, and ne
nature of the business o. Ice carried on by
il are hereby declared 70 be:
70 conduct general advertising business,
that is, 20 advertise in newspapers, maya
zines, pamphlets, books, or IN any form
whatsoever; 10 secure contracts fhtFt!o'
from the public at large; 20 prepare forms
of advertisement for the various and sun
dry commercial and other business and ven
lures, and generally t. do anything ger
maine, necessary, touching concerning or
incidental 20 the conduct Of The business
and purposes herein contemplated, and such
a. is generally engaged IN by corpora
tIDn II this nature and character.
Article IE-Ihe capital stock OF this cor
poratiun IS hereby hxed at the sum Of hve
thousand iS5OO0O dollars, divided into
and represented 10y fifty 800 shares Of stock,
OF the par value OF hundred tSlUDUbt
dollars per share. Said stock shall be pad
for in cash, At such time and after such no.
tlcc 10 the subscribers as the board Of dlrec-
tor, may fix, the same may be issued,
n not less than par, for labor done, Tor
services rendered for the said corporation.
or property or rights actually received by
SAID corporation.
The amount TO which the capital stock may
be increased shall at no time, exceed the
sum Of hundred thousand tSl0OpnOO)
dollars, except j. contained IN and pro-
vIded by Section OF Act No. 267 OF the
General Assembly OF the State OF Louisiana
for the year 1914.
This corporation sail be a going concern
and shall be authorized to commence busi-
when and soon as nifty $500 per
cent Of its capital stoke shall have been
subscribed and twenty-five esq per cent
thereof shall have been paid for; all in
accordance with the requirements OF Act No.
POI Of the General Assembly Of the State
OF Louisiana for the year 1914.
Article N.-All the corporate powers OF
said corporation shall be vested in and ex.
ercised by a board Of directors composed OF
not more than four a., and not less than
three CD stockholders, the majority OF whom
sitting at any time shall constitute a quo
nun, said directors TO be elected nanually
on the second Monday Of October, beginning
in the year 1917. Each stockhOlder shall
be entitled in person, or by written proxy,
10 one vote for each share OF the capital
stock held by him and standing in his name
the books of the corporation, or he may
send his vote by letter, the signature TO
tary public other officer authorized TO take
aftidavts All elections shall be held under
such rules and regulations as may be de-
termined by the board OF directors, after
legal notice of such election shall have been
given to each stakeholder by mail, sent TO
his last known address, published in
OF the daily newspapers published IN the
English language, in the city OF New Or
leans, at least fifteen days preceding such
election. The directors thus elected shall
continue in office until their successors shall
I,1,, OIL aA a,,l Cd No
failure to elect shall be regarded as a for
fixture Of this charter. Any vacancies oc-
curing in such board of directors shall be
filled by the remaining directors for the I'M
expired term. when vacancy shall be con.
sidered to exist at any time when the max
imum number of directors provided by this
act Of Incorporation are not in office and
actually serving. Said board of direc
tors shall, at its first meeting, after its cleo
ton, elect from among its members, a pres
ident, one or more presidents, a Secre-
tary and treasurer, and manager or super
intendent. 1t may combine the office of
secretary and treasurer into one, and may
even elect secretary who need not be a
stakeholder or director
Article Vino stakeholder shall ever be
held liable or responsible for the contracts,
faults, debts, duties of this corporation,
shall any mere informality in its or
ganization have the effect of rendering this
to any liability beyond that every subscriber
70 the capital stock of this corporation
though not a holder, shall be personally liza
BILE to the creditors of this corporation to an
amount equal TO the unpaid balance on the
stock, for which he has subscribed.
Article NlI-This act of Incorporation may
be changed, modified or altered, or this cor
poratiOn may be dissolved with the assent
OF the stockholders owning two-thirds of the
issued stock of this corporation, or may be
further modified with the assent of the stock
holders owning three-fourths of the issued
stock Of this corporation, as is provided
by Act No. 267 of the General Assembly of
the State OF Louisiana for the year 1914, at
a meeting of the stockholders convened for
that purpose and after due notice shall have
been given 10 each of said stockholders, as
provided for in Article V of this charter
or act of Incorporation. except that when
ever in the judgment of the board of direc.
tors, il shall be deemed advisable and for
the benefit of said corporation that it should
be dissolved. the board " directors, within
ten days after the adoption of a resou-
ton 10 that effect, by a majority of the
whole board of directors at a meeting called
for that purpose, of which meeting each di-
rector shall have received at least three
days notice, shall cause notice of the ado2-
tion Of such resolution TO be mailed TO each
stakeholder. together with a notice of the
meeting of stockholders to be held at the
office of the corporation to take action on
the resolution so adopted by the board of
directors. In aoesf the dissolution of this
corporation, by the expiration Of its charter
or otherwise, the stockholders shall elect