The herald. [volume] (New Orleans, La.) 1905-1953, 1913-05-15

laws of this state relative TO corporations.
they have covenanted and agreed, anu oy
these presents covenant and agree, anu pinu
themselves, as well as such Other persons as
NAV hereafter become associated with them,
to form and constitute corporation and
body polite in law, for the purposes ana Oh,
jects and under the stipulations' ar'icles anu
conditions following, to-wlt .
Article 1.-The name and title OF said
CORPORA ton shall be Progressive AmuSe-
ment Company" and its domictle Is HEREBY
established in the city or New orleans, star
Of Louisiana and under its said corporate
name, said corporation shall have power
and authority TO contract sue ana De sueu
to make and use Il corporate seal, ana lhe
same 10 break and alter at pleasure 10 hoiu'
receive, have, purchase, improve, alternate,
convey sell borrow. pledge, mortgage ana
hypothecatc under its said corporate name
property, real, personal and mixed 10 name
and appoint such officers, directors, aSrh'
and managers or employees as the interest
or convenience Of said corporation may re
duire TO make and establish bylaws, rules
and rcgulat ions for the proper management
and regulation of its AFFAIRS as may be dteli-
ed necessary and proper, and the same 10
change and alter at pleasure; ana TO DO all
other acts and things permitted by law, or
as shall or may he necessary ana proper 10
carry out the objects and purposes OF Salu
CorpOrataion.
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
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
it, 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 ey-
erything appertaining or in any wise con
nected with the operation OF film exchange
or moving picture theater.
Article III.--The capital stock OF this cor
poration shall be one hundred thousand
$500. O00) dollars, divided into and repre-
sented by nine hundred 1900 shares Of pre-
ferred stock OF the sum OF one hundred
$1,000 dollars per share and one hundred
(lO0) shares OF common stock of the sum OF
one hundred $1,000 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 10 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
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
rights actually received or purchased by
said corporation, or the same NAV 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
lie 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 600 days prior notice Of such inten-
ton 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 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
ca members. consisting of the president
vice-president, secretary and treasurer -Four
OF said board shall constitute a quorum fol
the transaction Of business. and their de
cisions shall he valid corporate acts
The following persons shall constitute the
first board OF directors James II. Jones, Al
bert ]. Derbes, Rodolfo Perez, Walter l.
SOards Arthur II. Generes, George D'Autry
and James Msloney.
r,t..
be held by one or more persons, who need
not be stockholders. During the absence OF
the president, the vice-president shall act
and preside.
said hoard shall continue in office unit
the first Monday In April, 1914, on which
date and thereafter annually, a board o.
directors shall be elected, unless the SAM
should be holiday, when the election shall
be held on the next legal day thereafter.
Notice OF such election shall be given onl!
| to common stockholders by at least ten 90
| days continuous publication immediatel!
| preceding each election In one Of the dali!
| board of directors shall appoint one or NOR,
| common stockholders to preside at such cleo
| ton as commissioners. In the event of TIT
| failure of any commissioner or commission
| polntment, fill the vacancy. Any. failure
| from any cause whatever to elect director
| the day named for that purpose shall no
dissolve the corporation; but the director
| Inp0 III ONCE, rs well as the VI sdl'
| 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 70
| each share of stock registered in his name
and may vote by. proxy. Preferred stocl
| 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 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 shal
have the full power to fill 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 shal
! so conduct. manage and use the same as II
| their discretion they deem fit, and that !
| consistent with the objects of this com
pany or the welfare Of the same.
| The said board is further authorized L
| frame and adopt such bylaws, rules an
| regulations as the affairs and business o
| the corporation may require. and as 1t ma
| deem necessary for the conducting and man
| agement thereof; provided, the same shall
not conflict with this charter or with tn