The herald., 1913-06-12

laws of this state relative 10 corporations
they have cOvenanted and agreed, and by
these presents covenant and agree, ana Olnu
Themselves as well as such other persons as
may hereafter become associated win lheni;
TO form and constitute corporation ana
body polite in law, for the purposes and Oh.
jccts and under the stipulatiOns articles ana
conditions following, to-wit:
Article 1.-The name and title OF said
corporation shall be Progressive Amuse-
ment Company" and its dOmicilc Is hereby
established in the city OF New Orleans, state
Of Louisiana; and, under its said corporate
name, said corporation shall have power
and authority TO contract, sue and De Sueu :
TO make and use a corporate seal, and the
same to break and alter at pleasure; TO mold,
receive, have, purchase, improve, ALLEVIATE,
convey, sell, borrow, pledge, mortgage ana
hypOtheCatc, under its said corporate name,
property, real, personal and mixed; 10 name
and appoint such officers, directors, agents
and managers or employees as the interest
or convenience OF said corporation may re
qure: TO make and establish bylaws, rules
and regulations for the proper management
and regulation Of its affairs may be deem
ed necessary and proper, and the same TO
change and alter at pleasure; and TO do all
other acts and things permitted by law, or
as shall or may be necessary and proper 10
carry out the objects and purposes OF said
corporation.
Said corporation, unless sooner dissolved
In accordance with its charter, snail exist
and continue for the period Of ninety-nne
years from and after the date hereof.
The president, or in his absence, the vice
president, shall be the proper person upon
whom citation or other legal process shall
be served.
Article 1.-THE objects and purposes for
which this corporation Is organized, and the
nature Of the business TO be CARED on by
ii, are declared to be the following, to-wit:
TO buy, sell, lease and operate moving
picture theaters, film exchange, films, thea
ter chairs, moving picture machines and ev-
erything appertaining or in any wise con-
nected with the operation OF film exchange
or moving picture theater.
Article lll.-The capital stock of this cor
pOratiOn shall be one hundred thousand
($lO0000) dollars, divided into and repre-
Sented by nine hundred (9OOD shares Of pre-
ferred stock OF the sum OF one hundred
$1,000 dollars per share and one hundred
(lUOD shares Of common stock OF the sum Of
one hundred ($10O) dollars per share. The
preferred stock of this company shall be en-
titled to dividends at the rate Of eight per
centum per annum, prior to the payment OF
any dividends upon the common stock, and
such dividends upon the preferred stock
shall be cumulative The common stock is
not to receive dividends for any years unless
eight per centum be first paid for that year
on the existing outstanding amount of pre-
ferred capital stock; but when eight per
centum IS paid for any year on the whole
combined common and preferred capital
stock, further dividends for that year are
10 be paid on both preferred and common
stock without distinction.
The preferred and common stock shall be
paid for in cash at the time of subscription,
or the same may be issued at not less than
par, in payment or exchange for property
or rights actually received or purchased by
said corporation, or the same may be issued.
full paid, for money advanced, and for such
other valuable considerations or services as
the board OF directors OF said corporation
may determine; provided, that no stock shall
be issued until the consideration therefor
has been received by the said corporation.
Any stakeholder may sell, assign, or trans
fer his stock in this corporation provided
thirty 800 days prior notice Of such inten-
ton 10 sell, assign or transfer the same be
given the company, and the other stock
holders thereof shall have the first privilege
OF purchasing same. after which thirty days
notice the said stock may be sold in open
The stock of said corporation may be
transferred under above conditions; pro-
vided such transfer thereof be made on the
books Of said company, at Its office, and on
surrender of the certificate therefor. No
transfer OF any fractional part of share
shall be made. This corporation shall COM
mence doing business as soon as three thou
sand s3,000) dollars OF the capital stock
shall have been subscribed for. The board
Of directors shall have the right TO deter
mine how much stock shall be issued.
Article IV.-The corporate powers Of this
company shall be vested In and exercised by,
a board Of directors OF not less than seven
90 members, consisting of the president,
vice-president, secretary and treasurer. Four
OF said board shall constitute a quorum for
the transaction of business, and their de-
cisions shall be valid corporate acts.
The following persons shall constitute the
| first board OF directors James X. Jones, AL
bert J. Derbes, Rodolfo Perez, Walter l..
Soards, Arthur H. Generes, George D'Autry
and James Maloney.
The omces Of secretary and treasurer may
| be held by one or more persons, who need
not be stockholders. During the absence OF
thn 81 Iavf hall af
| and preside.
Said board shall continue in Office until
| the first Monday In April, 1914, on which
date, and thereafter annually, board OF
| directors shall be elected, unless the same
| should be holiday, when the election shall
be held on the next legal day thereafter.
Notice OF such election shall be given only
to common stockholders by at least ten 10)
| days continuous publication Immediately
| preceding each election in one of the daily
| English newspapers Of this city; and the
board Of directors shall appoint one or more
common stockholders to preside at such cleo
| tion as commissioners. In the event of the
failure OF any commissioner or commission
ers to attend, the president shall, by ap
pointment, fill the vacancy. Any failure
from any cause whatever TO elect directors
| the day named for that purpose shall mo-
| dissolve the corporation but the director.
then in office. as well as the officers Of saiC
| company, shall hold over until their success
| sors are chosen.
| In such event the president shall caus,
another election to be held within thirt,
days. and shall give notice thereof as here
| inbefore provided.
\ At every election and meeting each com
mon stakeholder shall be entitled to vote fo
| each share Of stock registered in his name
| and may vote by proxy. Preferred stool
shall have no voting power and only com
| mon stock shall have the power of votin.
| to elect directors, or the power of votin!
| on any other election, or for any purpose.
| The election of directors shall be by ballot
| and the majority In amount of votes cast
| each share of stock voted upon to be counte,
for one vote, shall elect the person or per
sons for whom they have been cast.
After each election the board of directors
| shall elect from their own number the Off
! GERS of said company.
| Article V.-The board Of directors shall
have the full power to fill vacancies in thei
number caused by death, resignation Of
otherwise, from among the stockholders o.
I the corporation.
The said board shall have full control o
the property of this company, and shall
so conduct, manage and use the same as IL
| their discretion they deem fit, and that Il
| consistent with the objects of this com
pany or the welfare OF the same.
| The said board Is further authorized Il
frame and adopt such bylaws, rules anC
| regulations as the affairs and business o.
the corporation may require, and as 1t MAJ
deem necessary for the conducting and man
| agement thereof; provided, the same shall
not conflict with this charter or with thu
laws of the state or of the United States.
| The said board shall elect or appoint