The herald., 1913-05-08
April 15, 1913.
CHARTER
OF PROGRESSIVE AMUSEMENT COM
PANY."
United States OF America, State of LOuisi-
ana, Parish of Orleans, City Of New Or


one thousand nine hundred and thirteen
u9l3D, before me, Charles Theodore Star
key, a notary public, duly commissioned and
qualified, in and for this city and the parish
of Orleans, therein residing, and in the pres
ence of the witnesses hereinafter named and
undersigned, personally came and appeared
the parties whose names are hcreuntO sub
scribed, all of full age, who declared that.
availinG themselves of the provisions Of the
laws of this state relative 10 corporal tiOns
they have COvenanted and agreed, and by
these presents COyenant and agree, and bind
themselves, as well as such other persons as
may hereafter become associated with them,
10 form and constitute "A corporation aud
body polite In law. for the purposes and Oh
jccts and under the stipuiations, articles and
conditions following. tO-wit:
Article 1.-The name and title Of said
corporation shall be Progressive AmuSe-
ment Company" and its dDmicile is hereby
established I'm the city of New orleans, stat"
Of Louisiana; and, under its said corporate
name. said corporation shall have power
and authority 10 contract, su" and De sued
TO make and use corporate seal, and the
same 10 break and alter AT pleasure; 10 hold,
receive, have, purchase, improve, alternate,
convey, sell, borrow, pledge, mortgage and
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-
quire; To make and establish bylaws, rules
and regulations for the proper management
and regulation of its affairs as may bc 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, shall exist
and continue for the period Of ninety nine
years, from and after the date hereof.
The president, or in his absence, the vice
TtAr
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 I've CARED on by
IL, are declared TO he the following. tO-wit:
To buy, sell, lease and operate moving
picture theaterS, film exchange, films thea
ter chairs, moving picture machines and eV.
crythng appertaininC or in any wise con
nected with the operation of film exchange
or moving picture theater.
Article Ill.--The capital stock of this cor
poration shall be one hundred thousand
Sented by nine hundred t9OUl shares OF pre-
ferred stock Of the sum Of one hundred
tSlOO) dollars per share and one hundred
(lOOD shares Of common stock of the sum of
one hundred (SlOOD 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
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
to 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 corporal ton, 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
| he issued until the consideration therefor
has been received by the said corporation.
Any stockhOlder may sell. assign, or trans
| fer his stock in this corporation provided
thirty 800 days prior notice of such inten-
tion TO 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
market.
The stock Of said corporate 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. M
| transfer Of any fractional part of share
shall be made. This corporation shall COM
mence doing business as soon as three thou
| sand $4,000 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
board of directors OF not less than seven
(7) members, consisting Of the president
| vlce-president, secretary and treasurer -Four
of said board shall constitute a quorum fol-
the transaction Of business and their de
| cisiOns shall be valid corporate acts.
| The following persons shall constitute the
| first board of directors: James r. Jones, Al
| bert ]. Derbes, ROdolfo Perez, Walter Il
Soards. Arthur II. Generes, George DAutry
and James Maloney.
The Omces of secretary and treasurer may
| be held by one or more persons, who neeC
not be stockholders. During the absence OF
| the president, the vice-president shall act
| and preside.
Said board shall continue in Office unit
| the first Monday in April, 1914, on which
date, and thereafter annually. board o.
directors shall be elected unless the SAM
should be a holiday. when the election shall
be held on the next legal day thereafter.
Notice of such election shall he given only
to common stockholders by at least ten 90
days continuous publication immediatel!
preceding each election in one of the dali!
English newspapers of this city; and. tn
board of directors shall appoint one or NOR
common stockholders TO preside al such elec
tiOn as commissioners. In the event or IN
failure of any commissioner or commission
erS 10 attend. the president shall. by ap
pOintment. fill the vacancy. Any failur
from any cause whatever to elect director
the day named for that purpose shall no
dissolve the corporation: but the director
then in office. as well as the officers of SAT-
company. shall hold over until their success
sors are chosen.
In such event the president shall caus
another election to he held within thirt.
days. and shall give notice thereof as here
inbefore provided.
At every election and meeting each com
mon stockholder shall be entitled to vote fo
each share of stock registered in his namC
and may vote by proxy. Preferred stoc
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 he cOunte
for one vote, shall elect the person or pei
sons for whom they have been cast.
After each election the board of director
shall elect from their own number the off
GERS Of said company.
Article V.-The board of directors sha
have the full power to I'LL vacancies In thei
number, caused by death, resignation O
otherwise. from among the stockholders o
the corporation.
The said board shall have full control O
the property of this company, and sha
so conduct. manage and use the same as !
their discretion they deem fit, and that
consistent with the objects of this con
pany or the welfare Of the same.
The said board is further authorized {
frame and adopt such bylaws, rules an
regulations as the affairs and business @
the corporation may require, and as Ii ma
for ha conducting