The herald., 1913-07-24
THE HERALD

and mixed. movable and immovable and to
do general business as hereinafter set forth
with all the powers conferred upon corpor-
atoms OF a similar nature by the laws OF
this state, and not inconsistent with the
laws of the United States.
Article H.-All citation or other legal pro.
cess shall be served upon the president OF
this corporation, or in his absence or ina
bility TO act, upon the vice-presidcnt.
Article lII.-The objects and purposes
for which this corporation Is organized, ana
the nature of the business 10 be carried on
| by II are declared to be. TO own, lease and
operate amusement parks, public or private,
and any and all other similar places OF plea
sure anu recreation; TO own, lease and oper-
ate any and all park concessions, ana gen
orally any and all concessions of the char
acter usual to such places OF amusement ana
| recreation, and any and all concessions no
matter where located, but such as are usu-
ally found and operated in parks public or
private; TO own, lease and operate FeStau-
rants, tobacco stands, soda fountains, con
| fectiOnery establishments, theaterS, moving
picture shows, vaudeville performances,
| roller coasters, etc. and generally an busi-
| neSses of nature similar to the foregoing,
and TO carry out the requirements and needs
| of same BY any means appropriate and con
venicnt; 10 do and undertake any and all
things necessary or incidental thereto; 10
enter into all contracts, agreements or en-
gagementS or incur anv obligations connected
/ with or app"rtaining TO said business or ap-
pToprlatc TO its cfectual prosecution; 10 es-
| tabish branches or agencies at any place or
places that the board Of directors may deem
desirable, and at the option of Its board of
directors To carry on any part OF its bust
ness anu exercise any part OF its powers out
side of the state of Louisiana.
Article Iv.-The capital stock of this cor
pOratiOn is hereby fixed at the sum o. TWEEN
ty-tve thousand lS2J, 100000 dollars, di-
vided into and represented by two hundred
and fifty shares of the par value OF one
hundred dollars each, which said stock shall
be issued for cash or its equivalent, or may
be issued at not less than par for payment
for property actually purchased or for ser
vices actually rendered TO the corporation,
or the same may be issued full paid for
money advanced or for such other valuable
consideration or services, as the board OF
directors may determine, provided that no
stock shall be issued until the consideration
therefor has been received by the corpora
ton. All stock shall be full paid ana non
asseSsabe, and no transfer of stock shall be
binding upon said company unless recorded
on the books of said company.
ANY stakeholder wishing TO sell all or any
part Of his stock must first offer II IN Writ
ing To the president of this company at me
lowest figure he is willing 10 accept. Inc
president shall then have ten days from the
date of said notice in which 10 purchase
all or any part of said offered stock. Should
the said president fail TO purchase all or any
part of said stock, within the ten days.
then and in that event any unSOld part OF
the offered stock may be sold elsewhere, but
at price not lower than that at when II
was offered TO said president.
This corporation shall be authorized 10
commence business as soon as three thou
sand ,S3, 10000 dollars OF its capital stock
shall have been subscribed and paid for.
The board of directors shall have the right |
to determine at what time and in what man
ner the remainder of the stock shall be
issued.
The parties TO this act declare that they
hereby subscribe for the number of shares |
of said capital stock set opposite their re
spective signatures hereto, SO that this act
Of Incorporation shall also serve as an orig
inal subscription.
Article V.-The business and affairs of
this corporation shall be managed and con |
Quoted by board Of three directors. who !
shall all be stockholders. \ majority of
the directors of this corporation present AT
any meeting in person or by proxy, shall
constitute a quorum, and majority vote OF
those present in person or by proxy shall De
eide all questions voted upon. said directors
shall be elected annually from among the
stockholders on the first Tuesday in Deem
Der of each year, unless the same shall be /
legal holiday when the election shall be
held on the next legal day thereafter begin |
ming on the first Tuesday in December, 1914,
and after ten days prior written notice hav-
ing been sent 10 each stakeholder OF record
by mail 10 his last known address.
The board of directors shall appoint two
stockholders as commissioners TO preside at
sucn election. The voting shall be by ballot,
and each stakeholder shall be entitled to
cast one vote for each share held by him,
which has been standing in his name on
the DOCKS OF SAID corporation lot at ltdSl
ten days prior to the date of the election. y
ma jority of the entire stock issued and out
standing voting at such meeting shall elect
Immediately after the election OF said
board of directors and the adjournment OF
the stockholders meeting, the newly elected
board of directors shall elect from among
their number a president, vice-president and
secretary treasurer.
The failure to elect directors or officers
as herein provided for shall not result In
the dissolution of this corporation, but the
then board Of directors shall hold their re-
spective offices until their successors are
duly elected and qualified.
The first board of directors and the Off
GERS herein named and provided for shall
hold their respective offices until the first
Tuesday in December, 1914, or until their
successors are elected, and thereafter all
officers and directors shall hold their re-
spective offices for period OF one year from
the date of their election, or until their
successors have been duly elected
Any vacancy occurring on any board OF
directors shall be filled by the remaining
members of said board for the unexpired
term, at a meeting called for that purpose
after ten days prior written notice; the d.
rectors so elected TO hold office until the
next annual stockholders meeting, but should
il be impossible for any cause for any va
cancy or vacancies in the board OF directors
TO be filled by the directors, such vacancy
or vacancies may be filled by the stockhold-
ers at any meeting called for that purpose
by the. president, or in the absence or ina
blity OF the president by any stakeholder
upon giving ten Gays HOllCe 10 tdSu anu
every stakeholder of record, which notice
may be sent through the mail. aud addressed
to the last known address of the stakeholder.
Any and all directors meetings, the notices
for which are not herein specifically pro
vided for, may be called by any officer OF
this corporation upon ten days notice sent
by mali to each director at his last known
address.
Wherever it is provided in this act, that
either directors or stockholders meetings
may be held after certain prescribed notices
TO the stockholders or directors, IL is under
stood and agreed that any and all directors
and stockholders meetings may be held with
out notice whenever lawful, provided all
stockholders or directors, as the case may
be, waive notice in writing, or are present
in person or by proxy at such meeting or
meetings.
The board of directors shall have full con
troll of the property of this company and
shall so conduct manage and use the same
as In their discretion they deem best, and
that Is consistent with the objects OF the
company and the welfare of the same. The
board Of directors shall have power to make. |
alter and annul such bylaws, rules and
regulations for the government of this cor
poration as they may think proper, and said
directors may always vote either in person
or by proxy at all directors meetings.
The first board of directors Is hereby de- |
clared to be Alfred b. Freeman, Wayland ). |
Bickford and Benjamin e. Brown, with the |
said Alfred b. Freeman as president, Way |
land S. Bickford as vice-president and Ben |
jamin C. Brown as secretary-treasurer.
The board of directors shall have power |
to appoint all agents, clerks and employees, |
and TO fix their salaries, term of office and
compensation, and the right to dismiss them
at sol rH' rNln nd Gai hnnr H