The herald., 1913-06-05

laws Of this state relative to corporations,
they have covenanted and agreed, and by
these presents covenant and agree, ana Dlnu
themselves, as well as such other persons as
may hereafter become associated with them,
to form and constitute a corporation ana
body polite in law, for the purposes and Cd,
jects and under the stipulatiOnS, articles anu
conditions following, to-wit:
Article 1.-The name and title or SAID
corporation shall be Progressive AmuSe-
ment Company" and its domicile 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 be sued !;
to make and use a corporate seal, and the
same to break and alter at pleasure 10 hold
receive, have, purchase, improve, ALLEVIATE,
convey, sell, borrow, pledge, mortgage ana
hypOtheCate, 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 be deem
ed necessary and proper, and the same 10
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 TO
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
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
| NfR M for IN vol
ter chairs, moving picture machines and ev-
erything appertaining or in any wise con
nected with the operation OF a film exchange
or moving picture theater.
Article III.--The capital stock of this cor
pOration shall be one hundred thousand
($lOO,0OO) dollars, divided into and repre-
sented by nine hundred (9OOl shares Of pre-
ferred stock OF the sum of one hundred
| ($lOO) dollars per share and one hundred
| (lOO) shares OF common stock OF the sum of
one hundred (S100D 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 pei
| 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 corporation, or the same may be issued
| full paid, for money advanced, and for Sucl
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 stakeholder may sell, assign, or trans
fer his stock in this corporation provided
thirty 900 days prior notice of such inten
| tion to sell, assign or transfer the same bC
| 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 opeT
| market.
The stock Of said corporation may be
transferred under above conditions; pro
vided such transfer thereof be made on tn,
| books OF said company, at It's Office, and OF
| surrender Of the certificate therefor. Nj
| transfer Of any fractional part of a share
| shall be made. This corporation shall com
| mence doing business as soon as three thou
sand (S3,000) dollars OF the capital stool
shall have been subscribed for. The boarC
i OF directors shall have the right to deter
mine how much stock shall be issued.
Article IV.-The corporate powers Of thi
company shall be vested In and exercised by
board OF directors Of not less than sever
i "a members, consisting of the president
vice-presldent secretary and treasurer. FOu
OF said board shall constitute a quorum 70
i the transaction of business, and their de
cisions shall be valid corporate acts.
The following persons shall constitute tn
first board OF directors James X. Jones, Al
bert J. Derbes, Rodolfo Perez, Walter l.
Soards, Arthur II. Generes, George DAutr.
and James MalOney.
The omces of secretary and treasurer ma.
be held by one or more persons, who Nee
not be stockholders During the absence o
the president, the vice-president shall &C
and preside
Said board shall continue in office unit
the first Monday in April, 1914, on whic
date, and thereafter annually, a board o
directors shall be elected, unless the sam
, should be a holiday, when the election shal
be held on the next legal day thereafter.
Notice of such election shall be given onl
to common stockholders by at least ten 40
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 at such eleC
: ton as commissioners. In the event of til
failure OF any commissioner or commission
ers to attend the president SHALL by ar
. pointment, fill the vacancy. Any failur
from any cause whatever to elect director
the day named for that purpose shall nc
. dissolve the corporation: but the director
i then in once, as well as the officers of sal
company, shall hold over until their succe:
sOrs are chosen.
, In such event the president shall caus
! another election TO be held within thirt
days, and shall give notice thereof as herr
inbefore provided.
At every election and meeting each con
mon stakeholder shall be entitled to vote fC
! each share OF stock registered in his nam
, and may vote by proxy. Preferred stoc
, shall have no voting power and only con
4 | 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 ballO
! and the majority In amount of votes cas-
: each share OF stock voted upon to be counte
. for one vote, shall elect the person or pc
sons for whom they have been cast.
After each election the board Of director
shall elect from their own number the of
I GERS OF said company.
Article V.-The board of directors sha
have the full power to fill vacancies in the
number, caused by death, resignation
otherwise, from among the stockholders
the corporation.
I, The said board shall have full control
, 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
: deem necessary for the conducting and maj
agement thereof; provided, the same sha
! not conflict with this charter or with tn
laws Of the state or Of the United States.
The said board shall elect or appoint
secretary and such other officers, agent