The herald., 1913-05-08
PHILIP GENSLER, JR.,
N,.ar,- IH,rllfa
May 1916 80 % June > 1913
ArT OLE INCORPORATION

!
| / ord one thousand. nine hundred and thlr-
! teen. and Of the Independence of the United
I States of America, the one hundred ana
thirty-scventh. before me, Arthur John re,
trrS a notary public duly commissioned and
qualified. in and for the city of New Or
leans in the parish Of Orleans, and state
of Louisiana. dOmiciliated in the SAID cry
and parish. and in the presence OF the Wit
ncSS,s hereinafter named and undersigned.
personally came and appeared: the persons
whose names are hcrcuntO subscribed all
above the age of majority, and residents OF
this city parish and state, who SeVerally
declared that availing themselves of the pro
visions of the laws Of this state, relative to
the organization of corporations in gen
cral and especially of the provisions OF
Act No IS, Of 1904, of the General Assem-
bly, Of the state of Louisiana, they have COW
enanted and agreed and by these presents
do covenant and agree, bind, form and con
Stitute themselves, as well as such other
persons as may herea fter join or become as
Sociated with them, into a corporation and
body polite in law, for the objects and pur-
poses and under the agreements and stipu-
latiOnS following. to-wit:
Article 1.-The name and title Of this cor
poration shall be "Troxler Brothers and
Mercer Inc" and its domicile shall be in
the city of New Orleans. parish of Orleans
and state of Louisiana. Under its corporate
name the said corporation shall nave the
mower and authority to exist and TO enjoy
succession for the full term of ninety-nine
years from the date hereof, unless sooner
dissolved; TO contract sue and be sued; 10
make and use a corporate seal. and 10 break,
alter and change the same at pleasure: to
have. hold. use. purchase, own. receive, lease .,
sell. convey. mortgage and hypothecate or
pledge property real, personal and mixed .
to borrow money and to lend any portion OF
its income proceeding from its capital stock
or otherwise, and to give and receive Securi-
ties therefor; to make advances on real and
personal securities: to elect and appoint
such officers. directors. managers, agents
and employees as the interest and convent
enCe Of the corporation may require: 10
make and establish such bylaws, rules and
regulations for the proper management OF
! the affairs of the corporation as may be nee
eSSary and proper. and the same TO change,
alter. amend or abrogate at pleasure; and
generally TO do and perform all acts. mat
ters and things as may be incidental to the
! corporation or requisite an necessary to
carry out the objects and purposes of the
same.
Article U-All citations or other legal
process shall be served upon the President
| Treasurer OF this corporation, or in case of
| his absence or inability to act, upon the
vice-prcsident. or in the event Of the alb
scnce or inability to act of both the preSi-
dent and vicepresident, upon the secretary
thereof.
Article III.-The objects and purposes
for which this corporation is organized, and
the business TO be CARED on by II, are here
by declared to be: 10 conduct theatres and
motion picture theatres; control theatrical.
operatic. circuseS, burleSque ard vaudeville
attra ctions to conduct and control tented
road amusement enterprises: and TO engage
generally in the theatrical and amusement
Article Iv.-The capital stock of this cor
pOration Is hereby fixed at the sum of ten
thousand dollars (S1000O00D, to be di-
vided into and represented by two hundred
shares of the par value of fifty dollars
(SJ0.00) each. All stock shall be paid for
in cash. as called for by the board of drec-
| tors or may be issued as full paid stock in
.l,a ri r.
actually received or purchased by the cor
poration. and in payment of services rem
dered; and all stock shall be full paid and
worcestershire.
No shares of stock shall be transferred
except on the books Of the corporation, and
not until the certificate or certificates evil
dencing the same, properly endorsed, shall
have been delivered to the corporation and
duly cancelled: and the corporation shall
have the right to refuse to make such trans
fer upon its books as long as the owner of
the stock Is indebted in any way to the
corporation.
The board of directors shall have the
right to call in and purchase at their book
value. as shown by the inventory last made.
such share or shares of stock as may he
inherited from any of the stockholders who
may die All retired shares of stock may
he reissued by said board of directors, at
not less than their book value.
No stakeholder shall have the right to,
sell or dispose of his stock without first
offering it in writing. for ten days. through
the board of directors, TO the other stock
holders, in proportion to their respective
holdings, at price not in excess of the
book value as of the date of such offer and
if any stakeholder refuses to purchase. the
others shall have the right TO buy the same
in proportion to their respective holdings
II all the stockholders refuse to buy then
said stock may be sold to any one.
This corporation shall begin business as
soon as three thousand dollars (S3. 900. .O0D |
of the capital stock IS subscribed for, which
amount is hereby declared to be subscribed |
Article N.-All the corporate powers of
this corporation and the mana cement and
control of its business shall be vested in and
exercised by a board of directors. TO be com |
posed of three members, a majority of whom |
cause for which vacancies NAV be declared
on said board. No person shall be eligible as
a member of the board of directors unless |
a stakeholder of this corporation. The fol- |
lowing persons shall constitute the first |
board of directors, viz: JoSeph A. Troxler
Louis A. Troxler and Lawrence G. Mercer,
with the said Joseph A. TroXler as presi- |
dent-treaSurer, Lawrence G.. Mercer as vice
snail constitute quorum for the tranSac. |
tion of all business, and their decision shall |
be valid corporate acts. A majority vote of |
The directors present shall decide all 0ues- |
tlons voted upon. The board of directors |
shall elect from among its members its own |
officers, as follows 4 president who shall |
also be the treasurer, vice-president and a |
secretary. The board of directors shall have
the power TO determine the manner and the |
president and Louis A. Troxler as secre- |
tary. Said board of directors shall con- \
tinue In office until the second Friday In
January, 1914, on which day and annually |
thereafter, board of directors shall be |
elected by ballot for the term Of one wear. |
Such election shall be held under such rules |
ana regulations as may be provided by the |
board OF directors. Any failure from any
cause whatever, to elect a board of direc- !
tors on the day named. shall not dissolve the |
corporation but the board of directors then
in office shall hold over until their success |
sors are chosen. At every election and meet /
ing OF the stockholders the vote shall be by
ballot. and each share of stock shall be en-
tltled 10 one vote, to be cast by the owner
IN person or by written proxy. The stock
holders receiving majority of the votes
cast snail he declared elected as the board
OF directors Any vacancy occurring on
said board shall he filed by the remaining
directors by the appointment of some ouali-
ned stockholder, who shall serve until his
successor Is elected at the annual election
Inc board OF directors shall have the right
10 appoint and discharge such managers.
clerks, agents and other employees as NAV
be deemed necessary or expedient. and 10
make, change and amend all bylaws rules
ana regulations for the proper conduct and
of the affairs. business and
concerns OF said corporation, not in conflict
WIN this charter or the laws of this state
PROVIDED; that the president may suspend
any employee, in his discretion. pending tho
action of the board Of directors.
, All warrants. checks. drafts or other oh
ilsations or this corporation shall be signed
by the president-treasurar 9-7 "eu
ANY officer or, director may be removed nv
I majority vote 'of the stockholders.
when all the directors consent thereto. tbe
notices otherwise required for holding meet
ngs may be dispensed with.
Article NI-MeptfupS NAV ba oolloa |