The herald., 1913-05-15
ACT OF INCORPORATION
or TROXLER BROTHERS AND NERO

Lord, one thousand. nine hundred and thir.
teen, and OF the independence Of the United
States Of America, the one hundred ana
thirty seventh, before me, Arthur John fe,
ters. 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 dOmiClliated In the said city
and parish, and In the presence Of the wit
nesses hereinafter named and undersigned,
personally came and appeared: the persons
whose names hereuntO subscribed, all
above the age OF majority, and residents OF
this city, parish and state, who severally
declared that avallng themselves OF the pro
visions OF the laws of this state relative to
the organization OF corporations In gen.
rraI. 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 hereafter join or become as
ISOLATED with them, into 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 "TrOxer 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 have the
power 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, cue and be sued; 10
make and use corporate seal, and to 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 I:
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
- NAA m
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
tiers and things as may be incidental TO the
corporation or requisite and necessary TO
carry out the objects and purposes of the
Article Il-All citations or other legal
same.
process shall he served upon the President
Treasurer OF this corporation, or In case OF
his absence or inability to act, upon the
ylce-president, or In the event OF the alb
sence or inability TO act OF both the presi
dent and vice-president, 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 TO conduct theatres and
motion picture theatres; control theatrical
operate, circuses, burlesque and vaudeville
road amusement enterprises; and to engage
generally In the theatrical and amusement
business.
Article Iv.-The capital stock Of this cor
poration is hereby fixed at the sum Of ten
thousand dollars tS10, 0OO.00), to be d.
vided into and represented by two hundred
shares OF the par value OF ffIy dollars
($5000) each. All stock shall be paid for
In cash, as called for by the board of direc-
tors, or may be issued as full paid stock In
payment or exchange for property or rights
actually received or purchased by the cor
poratlon, 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 a.y 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 be
inherited from any OF the stockholders who
may die. All retired shares OF stock may
be 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 II In writing. for ten days. through
the board OF directors. to the other stock
holders, in proportion to their respective
holdings at a price not In excess Of the
book value as OF the date Of such offer, and
II 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 10 any one.
This corporation shall begin business as
soon as three thousand dollars ($3 600. 0O)
OF the capital stock Is subscribed for, which
amount Is hereby declared TO be subscribed.
~ n1n NhA 40 .
this corporation and the management and
control OF It's business shall be vested in and
exercised by board OF directors TO he COM
posed of three members a majority of whom
shall constitute a 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 ques-
lions voted upon. The board OF directors
shall elect from among its members its own
officers, as follows: president, who shall
also be the treasurer. q yice-president and a
secretary. The board OF directors shall have
the power TO determine the manner and the
cause for which vacancies may be declared
on said board No person shall be eligible as
member OF the board OF directors unless
9 stockholder Of this corporation. The fol,
board Of directors, viz: Joseph A Troxler.
Louis A. Troxler and Lawrence G. Mercer.
with the said Joseph A. Troxler as presi-
president and Louis A. TrOxler, as secre-
\ tary. Said board OF directors shall CON
n tinue In office until the second Friday in
January, 1914, on which day and annual
thereafter, board OF directors shall be
elected by ballot for the term Of one year
Such election shall be held under such rules
and 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 ONCE 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-
Titled 10 one vote, TO be cast by the owner
In person or by written proxy. The stock
holders receiving a majority of the votes
cast shall be declared elected as the boa I'd
or directors. Any vacancy occurring on
said board shall be filed by the remaining
directors by the appointment Of some quail
fed stakeholder who shall serve until his
successor Is elected at the annual election.
The board OF directors shall have the right
TO appoint and discharge such managers,
clerks agents and other employees as may
be deemed necessary or expedient: and TO
make, change and amend all bylaws rules
and regulations for the proper conduct and
management Of the affairs, business and
concerns OF said corporation. not in conflict
with this charter or the laws Of this state
provided. that the president may suspend |
any employee, In his discretion, pending the |
action OF the board OF directors
All warrants. checks drafts or other OBJ |
legations Of this corporation shall be signed
by the Observation-Disclosures.
Any omcer or director NAV be removed by
4 majority vote Of the stockholders.