The herald., 1917-01-25
CHARTER
OF NATIONAL ADVERTISING COM
PANI, INC.

PANY, INC.
United States Of America. State of Louisi-
ana, Parish Of Orleans.
BE II known, that on this i+th day Of the
month Of December, IN the year oil our LORD
one thousand nine hundred and sixteen
900, before ne, Frank VIM. Hart, no.
tl-v public. duly comwi SsIOned and quail
ned. in and for the parish OF Orleans, State
Of Louisiana, Aforesaid, therein residing, ana
IN the presence OF the witnesses hereinafter
named and undersigned, personally came
and APPEARED: The several parties whose
names aye hcrcuuto subscribed, who sever
ally declared that, avalaHg themselves o.
the laws vi the state Of LOUISIANA, IN such
cases made and provided, thcy have cove
named and agreed, and do, by these pres
ems, covenant and agree and bind them
selves IS well as such other persons as may
hereafter become associated with them, TO
form a corporation and body polite IN law,
Tor the objects and purposes and under the
articles and stjpulatiOns following, to-wlt:
Article The name OF this corporation
shall be the National Advertising Com
pary, Inc" and under its said corporate
name, II shall have power and authority 70
have and % ENJOY corporate existence ana
succession tor the full term OF nlnety-n!ne
1gsb wear, from and after the date hereof I;
10 contract, 10 sue and be sued, 10 make
and use a corporate seal, and the same 10
alter and break At pleasure; 10 n0td' re-
Cciye, purchase. hypO'1eCate, sell, lease or
pledge, real and personal property; 10 issue
negotiable bonds and notes, or other cyI-
dcutes Of debt, 20 name and appoint SuCh
managers, agents, directors and CinccTs as
its hu>lurs, interests and c0nVencnseS may
require: and 70 make and establish, as
well a. alter and amend, from time TO tine
such bylaws. rules and regulations Tor the
prouer government OF the affairs OF talS
Corporation q, may be necessary and proper.
Article 1.-THE dDmiC'le Of this corpo-
ration shall be in the city Of New Orleans,
State OF Louisiana, provided that with The
written consent of all directors valid meet
ing, Of directors may be held without this
state or elsewhere within jhlS state; ami
all citations and other legal process snail
be served upon the president OF this cor
puratiOu, and in the event OF his absence,
upon the secretary thereof, and, in the alb
ScuCr Of both Of said officers. upon the vice
president Of this corporation.
Article llI-Ihe objects and purposes Tor
which this corporation Is organized, and me
nature Of the business 20 be carried on by
it are hereby declared 10 be:
10 conduct a general advertising business,
that i, to 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 advert sement for the various and sun
dry commercial and other business and ven
lures and generally to do anything ger
maine, necessary, touching, concerning or
incidental to the conduct OF the business
and purposes herein contemplated, and such
as is generally engaged in by a corpora
ton OF this nature and character.
Article IV.-Ihe capital stock of this cor
poration IS hereby fixed at the sum of FIVE
thousand C$SOOO6O) dollars, divided into
and represented by fifty 800 shares of stock
of the par value of one hundred (SlOOOOl
dollars per share. Said stock shall be paid
for IN cash, at such time and after such no
tCe to the subscribers as the board of dlrec-
tors may FIX or the same may be issued
at not less than par, for labor done, for
services rendered for the said corporation,
or property or rights actually received by
said corporation.
u
be increased shall, at no time, exceed the
sum of one hundred thousand ($l000000
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 City 5000 per
cent Of its capital stoke shall have been
subscribed, and twenty-five (2S%o) 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 V.-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
sitting at any time shall constitute a quo
rum, said directors 10 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 vote for each share of the capital
stock held by him and standing in his name
on 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 to take
affidavits. All elections shall be held under
such rules ard regrla' ors 1s may he de-
termined by the board of directors, after
legal notice of such election shall have been
given TO each stakeholder by mail, sent 20
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.
curing in such board of directors shall be
hlled by the remaining directors for the un-
expired term, when vacancy shall be con-
sidered to exist at any time when the max
imum number of director, provided by this
act OF Incorporation are not in Office and
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 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 informality in its or
ganization have the effect of rendering this
charter null or 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 VII.-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
meeting of the stockholders convened for
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 direc-
tors, it shall be deemed advisable and for
the benefit of said corporation that it should
be dissolved. the board VI directors, within
ten days after the adoption of resolu-
tion to that effect, by a 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-
tion of such resolution to be mailed to each
stockholder, together with a notice of the
meeting of stockholders to be held at the
ofhce 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