The herald., 1917-01-11
CHARTER
OF NATIONAL ADVERTISING COM
PANl. IN.

ana Parish u Orleans
Re +, known, that on ,hi, I+.h day Of the
month Of December, IN the year OF or Lord
one thousand nun, hundred and sixteen
rsIa ,,f.-r me- Frank Nm. Usrt. a no
rary public. duly commissioned and quail
ned, 30 and for the PARISH 81 Orleans, STATE
Of Louisiana, Aforesaid, therein residing, and
B. the presence OF the witnesses hereinafter
named and undersigned. personally came
and appeared. The several parties whose
names are ucrcuutD subscribed. who sever
ally declared shan. awaiting themselves OF
she laws Of the state nt Louisiana, IN SUCH
cases made and provided, they have cove
uaut.i and agreed. and 30, by these pres
emit, covenant and agree and bind them
hereafter become associated with them, %
form q corporation and body polite in law,
for the object, and purposes and under the
articles and st'puiatlous following, to-wlt:
A5ICic The name OF this corporation
shall De the National Advertising Com
pauy, Inc" and under its said corporate
name, % shall have power and authority 10
have and 70 ENJOY corporate existence and
on years from and after the date hereof
90 contract, 20 sue and be sued, to make
and use a corporate seal, and the same 10
alter and break at pleasure; to hold, re-
CcIve, purchase, hypDthccate, sell, lease or
pledge, real and personal property; 10 issue
negotiable bonds and notes, or other evI-
dcuCes Of debt; to name and appoint such
managers, agents, directors and officers as
its business interests and COuycuicnCes may
require, and 20 make and establish, as
well a. alter and amend, from time 10 time,
such bylaws, rules and regulations for the
proper government OF the affairs OF ;hls
corporation as MAJ he necessary and proper.
Article 1.-THE d1micile OF this corpo-
ration shall De in the city of New Orleans,
State u Louisiana, provided that with the
written consent Of all directors, valid meet
ing, Of director, may Dee held without this
state, or elsewhere within this state; and
an citations and other legal process shall
If RF H.f..r Of
pDratlDu, and in the event II his absence,
upon the secretary thereof, and, IN the abb
ScuCc OF both OF said 0tHgcrs, upon the vice
president ot this corporation.
Article lll-Ihc objects and purposes for
which This corporation Is organized. and the
nature Of the business 90 be carried on by
It are hereby declared 90 be.
To conduct general advertising business,
that Is, 90 advertise in newspapers, maya
zines. pamphlets, books, or IN any form
whatsoever; 10 secure contracts therefor
from The public at large; TO prepare forms
Of advertisement for the various and sun
dry commercial and other business and ven
turc.; and generally to do anything ger
maine, necessary, touching, concerning or
incidental 10 the conduct OF the business
and purposes herein contemplated, and such
a. Is generally engaged IN by a corpora
uon OF this nature and character.
Article lN,-Ihc capital stock OF this cor
PoratlDn Is hereby fixed at the sum Of five
thousand CS5OOUOO) dollars, divided into
and represented by fifty 500 shares Of stock
Of the par value OF one hundred $1,000
dollars per share. Said stock shall be paid
for in cash, at such time and after such no
ucc 20 the subscribers as the board Of direc-
tors may TX or the same may be issued,
at not less than par for labor done, for
OF 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 one hundred thousand tSlOQmQOO +.
dollars, except as Is contained in and pro-
vded by Section of Act No. 267 of the .
General Assembly OF the State Of Louisiana .
for the year 1914.
This corporation shall be a going concern .
and shall be authorized to commence bust
ness when and as soon as fifty (50CL) 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-
erclsed by board Of directors composed of
not more than four ca, and not less than
three 90 stockholders, the majority Of whom
sitting at any time shall constitute a quo
rum, said directors to be elected nanuallv
on the second Monday of October, beginning
IN the year 1917 Each stakeholder shall
he entitled in person, by written proxy,
to one vote for each share of the capital
stock held by him and standing in his name ,
pm the books OF the corporation, or he may
'tNu MS vote Dy letter, the signature !
which must be acknowledged before no. ;
AIRY public or other officer authorized to take i
itldavits All elections shall be held under q
such rules and regulations as may be de- :
ermined by the board of directors after :
egal notice of such election shall have been =
'iven to each stakeholder by mail, sent to =
MS last known address, or published in one !
= me daily newspapers published in the :
English language, in the city of New Or !
cans, at least fifteen days preceding such y
lection. The directors thus elected shall !
continue III office until their successors shall
AVE been duly elected and qualified No ;
allure to elect shall be regarded as A for I
eiture OF this charter. ANY vacancies oc- ;
urring in such board of directors shall be !
lled 9y the remaining directors for the I'M i
Npired term, when a vacancy shall be con- =
idered TO exist at any time when the max
mum number of director, provided by this 4
q OF Incorporation are not in office and
ctualiy so serving. Said board of direc-
ors shall, at ITS first meeting, after its cleo. G
ION, elect from among its members, a pres 1,
1ent, one or more vice presidents, a secre- II
airy and treasurer, and a manager or super v
ecretaTy and treasurer into one. and may Il
ven elect secretary who need not be
tockholder or director "a
Article Vino stakeholder shall ever be a
ED liable or responsible for the contracts, p
iultS, debts, or duties of this corporatinn |
or shall any mere informalty in its or, ci
anization have the effect of rendering this OF
1arter null or of exposing its stockholders | "
any lldplllty beyond that every subscriber {
} the capital stock of this corporation. "
Tough not holder, shall be personally liza, 9,
e to the creditors of this corporation TO an al
mount equal TO the unpaid balance on the
ock, for which he has subscribed
Article NlI-This act OF incorporation NAV ~
, changed, modified or altered or this cor
,raton may be dissolved with the assent OF
the stock holders owning two-thirds of the
sued stock of this corporation or NAV be IN
rther modified with the assent of the stock. l.
'lders owning three-fourths of the issued a.
ock of this corporation, or as is provided \
Act No. 267 of the General Assembly of III
e State of Louisiana for the year 1914 at u
meeting of the stockholders convened for
at purpose and after due notice shall have
EN- given to each of said stockholders. as
divided for in Article V of this charter ia
act OF Incorporation, except that, when | of
er in the judgment of the board OF direc. an
RS II shall be deemed advisable and for &C
e beneht OF said corporation that it should It's
dissolved, the board " directors within ID,
n days after the adoption of resolu- tn
m to that effect, by a majority of the fol
lole board of directors at a meeting called
that purpose, of which meeting each d. ha
,tor shall have received at least three tn
Us notice, shall cause notice of the adon
N OF such resolution to be mailed 10 each ia,
'ckholder, together with a notice OF the
etng of stockholders TO be held AZ m, -
ICE OF the corporation to take action ON
resolution so adopted by the board az
ectors. In c aoesf the dissolution of This
poration, by the expiration Of It's charter
otherwise, the stockholders shall eiect |