The herald. [volume] (New Orleans, La.) 1905-1953, 1919-08-14
CHARTERS.

succeeded by a board of directors who
have been duly elected and qualified. PRO
vided that failure to elect board
of directors shall not have the effect
of dissOlving this corporation, but tn"
board in office shall continue until thriG
successors are elected and aSSum" of
fee; likewise the officers elected shall
continue to hold office and serve until
their successors are elected ana assume
office.
The board of directors above named
shall have the right to incrcas" the mum
Der of directors on giving days notice
of the meeting for said purpose, and
which directors, if elected, shall serve
above board of directors, of if elected
by majority vote of directors herein
selected to serve, or until their sucny--
sors are elected and qualify.
The officers elected by the board of
directors shall serve for year, or uH-
til their successors are duly elected and
qualified, and shall consist of prr>i-
dent, vice president and Secretary-trra$-
urer.
The following officers shall serve for
the ensuing year or until their success
sors are elected and qualify: Wm. John
SON. president; X. \. LOughury, vice
president; \. j. Clesi, secretary treas
uerer. \ majority of votes cast at any
meeting of the board of directors shall
including the election of officers. the
election of whom shall be held annually.
the board being given the right to com
bine the position of secretary treasurer.
All stockholders MEETINGS shall be held
at the dOmiCile of the corporation. Board
meetings may be held out of the state.
In the event of a vacancy in the office
of director. his successor may be elect
ed by the board of directors.
chase. hold and acquire stock in other
corporations. and the capital stock Of
this corporation may be issued for the
capital stock of other corporations. with
such restrictions as provided by law; II
NAV issue bonds, certificates of indebt-
edness and other evidence of Indebtedness
and float. sell, pledge. or cucumber the
same. as may be determined by the board
of directors.
Article VII-ThiS charter may be
amended, changed or altered by "a vote
of two-tbirds of all of its stock, present
or presented by written proxy, and
whenever the board of directors shall
deem it advisable that the corporation
should be dissolved, it shall, within ten
days after the adoption of resolution
to that effect by majority of the whole
board, at any meeting called for that
purpose of which meeting each direc-
tor shall have received three days no
tice, cause notice of the adoption of
said resolution to be mailed to each
stakeholder, together with notice of
the meeting of stockholders to be held
at the office of the corporation, to take
action upon the resolution so adopted
by the bard of directors. The meeting
shall be held at any hour fixed by the
said board between 10 a. IN. and p. III.
On the day so appointed, the meeting
may, by consent of the majority in in
terest of the stockholders present, be
adjourned from time to time, and if at
any such meeting, original or adjourned,
two thirds in interest of all the stock
holders of the corporation vote that
dissolution take place, certified copy
of such resolution, signed by the pre-
siding officer and secretary of the meet
ing shall be filed in the office of the
Secretary of State, together with list
of the names and residences of the di-
rectcrs and officers, certified to by the
president and secretary of the corpora
ton. and if the Secretary of State be
satisfied Herewith and shall issue Ger
titicate of proper compliance herewith,
the corporation shall stand dissolved, and
the board shall publish a notice of said
dissolution not less than three times in
paper published in the Parish of Or
leans, and the corporation shall proceed
to wind up and adjust its affairs, pro-
vided that whenever all stockholders con
sent in writing to dissolution, no meet
ing shall be necessary, but on ming such
consent in the office of the secretary or
State, and the Secretary of State issues
his certificate to that effect, the cOrpOr-
alton shall kind up its affairs in the
same manner if voted upon as here
inbefore provided.
TpOn the dissolution of this corpora
ton, the stockholders shall elect from
their number two liquidators, who shall
furnish bond if required by % per cent
of its stockholders. with full power to
settle the corporations affairs, collect
the Outstanding debts, sell and convey
the property, pay its debts and divide
the remainder, if any, among the stock
holders. They may meet and act under
the bylaws of the corporation and I'M
der regulations to be made by them ;
they shall have the right power and au-
thority to sue for and recover the debts
and property of the corporation In the
name of the corporation, and may De
sued by the same name, and citation may
be served upon any one of them, ana
they shall be liable in sOlidO to any
creditors or stockholders for moneys OF
the corporation coming into their hands
Said liquidators may be compelled TO
qualify as judicial liquidators upon APP
plicatiOn to the court of any creditor or
stakeholder, and liquidate its affairs I'M
der orders of court.
Article VIII-No stakeholder of this
corpOration shall ever be liable or respOn-
sible for the contracts, faults or debts
of the corporation or any of its dlrec-
tors or officers nor shall any infOrmality
i'm organization have the effect of rem
dering this charter null, or of exposing
the stakeholder to any liability, beyond
the unpaid balance due on shares owned
by them.
Article IX-The subscribers hereto de-
clare that they have subscribed to the
following number of shares of the capt.
tai stock of this corporation appearing
opposite their respective names hereto
subscribed.
Thus done and passed in my notarlal
office in the City of New Orleans, La
on the day, month and year first above
written, in the presence of Daniel Wend-
ling and I'll. Brown, competent witnesses,
who have signed these present with SAID
appearers, to gether with me, notary
after due reading of the whole
Names of subscribers omitted.
Ethelred NJ Stafford, Notary Public.
A true copy from the original: Ethel
red N. Stafford, Notary Public
l, the undersigned, Recorder OF Mort
cages in and for the parish of Orleans
State of Louisiana, do hereby certfy
that the act of incorporation of the MO-
ton Picture Advertising, Inc, was TINS
day duly recorded in my office, In DooA
1928, folio 713.
New Orleans, July 80, 1919.
(Signed) Emile j. Leonard, by. Rec'
AugI-Sept11
AMENDMENT TO CHARTER OF ToYE