The herald., 1917-01-18
CHAR TER
OF NATIONAL ADVERTISING COM

or NAlltDNAL Adv EN- lSINO OC-h-
PANN, INC.
United States Of America, State of Louisi-
ana, Parish Of Orleans.
BE 4, known. that on this 18th day Of the
month 81 December, II the year OF our LORD
one thousand nine hundred and sixteen
Ig1G before me, Frank Nm. Hart, a no
tary public. duly ConmIS stoned and quail
ned. in and for the PARISH OF orleans, state
Of Louisiana, Aforesaid, therein Ttsiding ana
IN the presence Of the witnesses hereinafter
named and undersigned, personally came
and appeared: The several parties whose
name are hereunto subscribed. who sever.
ally declared that, avalIing themselves OF
,h, I4y,s II the State OF Louisiana, IN such
ca,cs made and provided, they have cove
uau'ci and agreed, and do, by these pres
cuts, covenant and agree and bind them
selves. as well such other persons as may
hereafter become associated with them, 10
form a corporation and body polite IN law,
to- the objects ard purposes and under the
articles and ,.i1ulatI0ns following. to-wlt:
shall be the Nat. nal Advertising Com
panv, Inc" and under Its said corporate
name, j, shall have power and authority 70
have and g. ENJOY corporate existence anu
Succession for the full term Of nlaety-nlne
o. year, from and after the date hereof
10 contract, % sue and be sued, 70 make
and use a corporate seal, and the SANG ~
alter and break at pleasure; 20 no.d' re-
rc.vc purchase, hyp1theCatc, sell, lease Or
pledge, real and personal property; to issue
regg,ral'e bonds and notes, or other eva
dcnecs Of debt; 10 name and appoint suCH
managers, agents, directors ana oi'ce's a.
ITS business interest, and CO1vcnlenses may
require; and 70 make and establish, as
well as alter and amend, from time 10 time
such bylaws, rules and regulations i9r tae
proper government Of the AFFAIRS OF 'ila
corporarion as may be necessary and proper.
Article 1.-THE d0mic!le OF this CoTpo-
ration shall he ia The city OF New orleans,
State Of Louisiana, provided that VITA 'he
written consent # all directors, valid meet
iupS Of directors may be held without TINS
state or elsewhere within this state ana
all citations and OtAc- legal process shall
he served upon the preS'dent 81 tHis cor
pgra,Ion and, in the event % his absence,
upon the secretary thereof, and, IN the aO-
scucc II both Of said Otgccrs, upon the wee
president OF tins corporation.
Article III-Ihe objects and purposes Tor
which this corporation IS organized, and the
nature Of the business TO Dc -arned on by
II are hereby declared TO be.
70 conduct a general Advertising business
that IS 10 advertise IN newspapers, maya
zines. pamphlets. books, or IN any form
whatsoever: to secure contracts therefor
from the public At large; TO prepare forms
Of advertisement iYr the various and sun
dry commercial and other business and ven
lures: and generally 70 do anything ger
maine, necessary, touching, concerning or
incidental 10 the conduct 81 the business
and purposes herein contemplated, and such
As is generally engaged IN by corpora
tI0n of tins nature and character
Article IE.-Thc capital stock OF this cor
poratrou IS hereby nxed at the sum OF i've
thousand (S5OUGO) dollars, divided INTO
and represented by fifty $50 shares Of stock,
Of the par value Of one hundred CSlUOUl
dollars per share. Said stock shall be paid
for IN cash, at such time and after such no
tIce 10 the subscribers the board of dlrec-
tors may FIX, the same may be issued,
AT not less than par, for labor done, for
services rendered for the said corporation,
or property or rights actually received by
SAID corporation.
The amount to which the capital stock may
he increased shall, at no time, exceed the
sum Of one hundred thousand (Sl00,0OOO0)
dollars, except as is 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 shall be going concern
and shall be authorized to commence bust
ness when and as soon as fIfty 5000 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.
267 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 board of directors composed of
not more than four "a, and not less than
three 90 stockholders, the majority of whom
sitting at any time shall constitute quo
rum, said directors to be elected nanually
on the second Monday of October, beginning
in the year 1917 Each stakeholder shall
be entitled in person, or by written proxy,
10 one vote Tor eaCn snare oil 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
which must be acknowledged before a no.
tary public other officer authorized 10 take
afidavits. All elections shall be held under
such rules and regulations 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, or published in one
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
have been duly elected and qualified. No
failure to elect shall be regarded as a for
fixture of this charter. ANY vacancies &C.
hlled by the remaining directors for the I'M
expired term, when a vacancy shall be con-
sidered to exist at any time when the max
lmum number of directors provided by this
actually so 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 vice presidents, a secre-
tary and treasurer, and a 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, or duties Of this corporation,
nor shall any mere informalty in its or
ganization have the effect of rendering this
charter null of exposing its stockholders
to any liability beyond that every subscriber
to the capital stock of this corporation,
though not holder, shall be personally liza
bic 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. or as is provided
by Act No. 267 of the General Assembly of
the State of Louisiana for the year 1914, at
that purpose and after due notice shall have
been given to 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 drec-
tors, il shall be deemed advisable and for
the benefit of said corporation that il should
be dissolved, the board " directors, within
ten days after the adoption of resolu-
ton to that effect, by majority OF the
whole board of directors at a meeting called
for that purpose, of which meeting each d.
rector shall have received at least three
days notice, shall cause notice of the adoo.
stockholder, 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
three liquidators from among their number,