The herald., 1919-08-07
CHARTERS

named snail serve as such for period
of not less than one year and until
succeeded by board of directors who
have been duly elected and qualified. pro-
vided that a failure to elect II board
. of directors shall not have the effect
or disSOlying this corporation. hut the
, board in office shall continue until their
successors are elected and assume of
/ fee: likewise the officers elected shall .
continue to hold office and serve uut.l
their successors are elected and assume
office
The board of directors above named
shall have the right to increase the num-
/ Der of directors on giving , days notice
| of the meeting for said purpose. and
which directors, if elected, shall serve
for the same period as provided for the
: above board of directors, of > if elected .
by majority vote of directors herein .
selected to serve or until their success
sors are elected and qualify.
The officers elected 10y the board of
directors shall serve for q year. or uu-
til their successors are duly elected and
qualified, and shall consist OF "a prr>i-
dent, vice president and secretary
urer.
The following officers shall serve for
the ensuing year until their success
sors are elected and qualify: VIM. John
son, president; Il. \. Loughn"y. vice
president; y. J. ClcSi, secretary treas
uerer. \ majority of votes cast ut any
meeting of the board of directors shall
carry any proposition coming before il.
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 dOmiciie 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.
Article VI-This corporation may pur-
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; it
may issue bonds, certificates of indebt-
edneSS and other evidence of Indebtedness
aud iOat, sell, pledge. or cucumber the
same, a> may he determined by the board
of directors.
Article VII-This charter may he
amended, changed or altered by Il vote
of two-thirds of all of its stock, present
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 dircc-
tor shall have received three days no
tice, cause notice of the adoption of
Sdlu resolution TO De mailed TO eHtn
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 m. and 3 p. m
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 al
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
tiicate of proper compliance herewith,
, the corporation shall stand dissolved, and
the board shall publish 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 filing 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 as if voted upon as here
! inbefore provided.
Upon the dissolution of this corpora
ton, the stockholders shall elect from
their number two liquidators, who SHAH
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
isl,o % k
2 holders. They may meet and act under
5 the bylaws of the corporation and I'M
der regulations to be made by them I;
they shall have the right power ana au-
q thority to sue for and recover the debts
: and property of the corporation in the
/ name of the corporation, and may be
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 liauidators may be compelled to
qualify as judicial liquidators upon APP
. plication to the court of any creditor or
stakeholder, and liquidate its affairs un-
der orders of court.
= Article yIII-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-
lorS or officers, nor shall any informality
: i'm organization have the effect of ren-
dering this cnarter nun, OF VI eAposih5
T 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 notarlai
a office in the City of New orleans, La''
. on the day. month and year hrst above
! written, in the presence of Daniel Wend-
: ling and Ii. Brown, competent witnesses,
, who have signed these present with sald
, 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 NJ Stafford, Notary Public.
f l. the undersigned, Recorder OF mort
. cages in and for the parish OF orleans
, State of Louisiana, do hereby certly
> that the act of incorporation OF the MO
> ton Picture Advertising, Inc, was TINS
, day duly recorded in my office, III oook
1928, folio 773.
New Orleans, July go 1912
(Signed) Emile j. Leonard, by. kec'