The herald., 1913-05-29

laws of this state relative TO corporations
they have covenanted and agreed, ana o.
these presents covenant and agree, and bin'
themselves, as well as such other persons a
may hereafter become associated with them
to form and constitute corporation an'
body polite In law, for the purposes ana 90
iects and under the stipulations, articles an'
conditions following, tOwit:
Article 1.-The name and title OF salt
corporation shall be Progressive Amuse
ment Company" and its dOmicile Is hereb.
established in the city Of New Orleans, stat
Of Louisiana and, under its said corporate
name, said corporation shall have powe
and authority 10 contract, sue and be sued
TO make and use a corporate seal, and th'
same to break and alter at pleasure; 10 hold
receive, have, purchase, improve, ALLEVIATE
convey, sell, borrow, pledge, mortgage anC
hypOthecate, under its said corporate name
property, real, personal and mixed; TO nam'
and appoint such officers, directors, agent
and managers or employees as the intereS
or convenience Of said corporation may re
quire; to make and establish by laws rule
and regulations for the proper management
and regulation of its affairs as may be deem
ed necessary and proper, and the same I,
change and alter at pleasure; and to do al
other acts and things permitted by law, OF
as shall or may be necessary and proper Il
carry out the objects and purposes Of saiC
corporation.
Said corporation. unless sooner dissolved
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 fol
which this corporation is organized, and the
nature OF the business to be CARED on by
it, are declared 10 be the following, to-wit:
TO buy, sell, lease and operate moving
picture theaters, film exchange, films, thea
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 thouSa nd
$500, OOOD dollars, divided into and repre-
Sented by nine hundred 5000 shares of pre-
ferred stock Of the sum Of one hundred
tSlOO) dollars per share and one hundred
t1OOb shares OF common stock OF the sum OF
one hundred (Sl0OD dollars per share. The
preferred stock Of this company shall be en-
titled TO dividends at the rate Of eight pei
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 /.
not TO receive dividends for any years unless
eight per centum be first paid for that veal
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 capita
stock, further dividends for that year ar,
10 be paid on both preferred and common
stock without distinction.
The preferred and common stock shall b,
paid for in cash at the time of subscription
or the same may be issued at not less thar
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 or said corporation
|
be 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 t3Ol days prior notice of such inten
tiOn 10 sell, assign or transfer the same b,
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 opel
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 or
surrender of the certificate therefor. Nj
transfer OF any fractional part of a shar,
shall be made. This corporation shall com
mence doing business as soon as three thou
sand ($3,000) dollars Of the capital STOCK
shall have been subscribed for. The bOarC
OF directors shall have the right to deter
mine how much stock shall be issued.
Article 1V.-The corporate powers Of thi:
company shall be vested In and exercised by
a board OF directors Of not less than sever
ca members, consisting OF the president
vice-preSident, secretary and treasurer. Foul
OF said board shall constitute a quorum To-
the transaction OF business, and their de
cisiOns shall be valid corporate acts.
The following persons shall constitute thu
! first board of directors: James X. Jones. Al
bert J. Derbes, Rodolfo Perez, Walter L
Soards. Arthur III. Generes, George D'Autry
and James Maloney.
Of m
be held by one or more persons, who neeC
not be stockholders. During the absence O
| the president, the yice-president shall ac
| and preside
Said board 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 a 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
English newspapers Of this city; and tn
| board Of directors shall appoint one or NOR
| common stockholders to preside at such cleo
| tion as commissioners In the event OF tn
| failure OF any commissioner or commission
ers to attend the president shall, by ap
| pointment, fill the vacancy. Any failur
| from any cause whatever to elect director
| the day named for that purpose shall no
| dissolve the corporation but the director
1
| 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 stoc
| 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 shall
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 shall
SO conduct, manage and use the same as II
their discretion they deem fit, and that 4
consistent with the objects of this com
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 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,
laws OF the state or Of the United States.
The said board shall elect or appoint
secretary and such other officers, agents