The herald., 1913-05-22

| laws Of this state relative TO corporation:
| they have covenanted and agreed, and b
| these presents covenant and agree, and BIN
| themselves. as well as such other persons a
may hereafter become associated with then
| to form and constitute a corporation an
body polite in law, for the purposes and OF
| jects and under the stipulationS, articles an
| conditions following, to-wit:
| Article 1.-The name and title Of sal
| corporation shall be Progressive Amust
ment Company" and its dumiclc is hcreh
| established in the city Of New Orleans. stat
| of Louisiana and, under its said corporal
| name said corporation shall have pUwc
| and authority 10 contract, sue and De sued
| To make and use a corporate seal. and IN
same to break and alter at plea sure tO hold
| receive, have, purchase, improve, alicnat t
| convey, sell, borrow. pledge. mortgage am
! hypOthecatc, under its said corporate name
! property, real, personal and mixed; 10 nam
| and appoint such officers. directors. agent
| and managers or employees as the intercS
I or convenience OF said corporation may re
] Quire TO make and establish bylaws, rule
and regulations for the proper management
and regulation Of its affairs as may be deem
| Ell necessary and proper, and the same I,
change and alter at pleasure ; and TO do al
other acts and things permitted by law, u
as shall or may Doe necessary and proper {,
carry out the objects and purposes Of sal,
corporation.
Said corporation, unless sooner dissolve,
in accordance with its charter shall exiS
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 corpOratiO is organized and the
nature of the business TO be CARED on 10y
it, are declared TO be the following, to-wit:
To buy, sell, lease and operate moving
picture thcaterS. film exchange, films, thea.
ter chairs, moving picture machines and ev
erything appcrtaining or in any wise con
nected with the operation of a film exchange
or moving picture theater.
Article III.--Thc capital stock of this cor.
pOratiOn shall he one hundred thousand
tSloOOOoD dollars, divided into and repre-
sented by nine hundred t9OOI shares of pre-
fcrred stock of the sum of one hundred
tNloOD dollars per share and one hundred
tlOOl shares Of common stock Of the sum of
one hundred tSlUOD dollars per share. The
preferred stock Of this company shall be en-
titled TO dividends at the rate Of eight per
ccntum 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 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 corporation, or the same may be issued.
full paid, for money advanced, and for such
other valuable considerations or services as
hoard a Of SaiI tf.,tn
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 800 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
or 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 a share
shall be made. This corporation shall com
mence doing business as soon as three thou
sand (S3.00O) 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.
company shall be vested In and exercised by,
a board Of directors Of not less than seven
"a members, consisting of the president
vice-president secretary and treasurer. Four
OF said board shall constitute a quorum for
the transaction of business and their de-
Cisions shall b. valid corporate acts.
The follow ing persons shall constitute the
first board Of directors James r. Jones, Al
bert j. Derbes, Rodolfo Perez. Walter l..
SOards. Arthur II. Geperes, George D'Autry
and James MalOney
The omces OF secretary and treasurer may
be held by one or more persons, who need
the president, the vice-president shall act
and preside.
Said board shall continue in Office until
the first Monday in April 1914, on which
directors shall be elected, unless the same
should be holiday. when the election shall
be held on the next legal day thereafter.
Notice OF such election shall be given only
to common stockholders by at least ten (1O)
days continuous publication Immediately
preceding each election in one of the daily
English newspapers Of this city; and the
board of directors shall appoint one or more
common stockholders to preside at such cleo
lion as commissioners. In the event of the
failure OF any commissioner or commission
ers to attend. the president shall, by ap-
pointment, I'LL the vacancy. Any failure
from any cause whatever to elect directors
the day named for that purpose shall not
dissolve the corporation; but the directors
then In ONCE. as well as the officers of said
company, shall hold over until their success
sors are chosen.
In such event the president shall cause
another election to be held within thirty
days, and shall give notice thereof as here
inbefOre provided.
At every election and meeting each COM
mon stakeholder shall be entitled to vote for
each share OF stock registered in his name
and may vote by proxy. Preferred stock
snail have no voting power and only com
mon stock shall have the power of voting
TO elect directors. or the power of voting
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 counted
for one vote, shall elect the person or per-
sons for whom they have been cast.
After each election the board of directors
snail elect from their own number the off
GERS Of said company
Article V.-The board of directors shall
nave the full power to fill vacancies in their
caused by death, resignation or
otherwise from among the stockholders of
the corporation.
The said board shall have full control OF
the property of this company, and shall
so conduct manage and use the same as in
their discretion they deem fit, and that is
with the objects of this com
pany or the welfare Of the same
The said board Is further authorized TO
frame and adopt such bylaws rules and
regulations as the affairs and business of
the corporation may require, and as II NAV
deem necessary for the conducting and man
agement thereof; provided, the same shall
not conflict with this charter or with the
avs OF the state or of the United States
The said board shall elect or appoint a
secretary and such other officers, agents
employees, servants and clerks as 1t may