The herald., 1920-11-04
CHARTER.
CHARTER OF EDUCATIONAL FILM
ENCMANGE OE LOIISIANA. INC.

18th day OF the month or Scptpm bCT, In
the year one thOuand, nine hundred and
twenty before me, Henry Z. Dart. Jr., a
Notary Public, duly commissioned and
sworn In and for the Parish of Orleans and
City OF New Orleans, therein residing per
sonally came and appeared the persons
whose names are hercunto subscribed. who
declared that, ayailing themselves Of the
provisions of the laws OF the state, rela-
tive to the Organi 1itiOn of corporations
they have Coycuanted and agreed, and do
by these presents covenant and agree,
bind. form and constitute themselves, as
well as such other persons who may here
after Join or become associated with them
into a corporation and body polite in Law
for the objects and purposes, and under
the agreements and stipulatiOnS follow
ing, to-wit:
ARTICLE 1.-The name and title OF this
shall be Educational Film EN-
change of Louisiana, Inc, and under its
corporate name IL shall have and enjoy
existence and succession for the term OF
ninety nine years from this date, and all
the rights. advantages and privileges
granted by Law 10 corporations, including
the power to contract. sue and be sued In
its corporate name; to make and use
corporate seal. and the same to break and
alter at pleasure, TO hold, receive. pur-
chase. convey. mortgage, hypothecate and
pledge property, real and personal TO is
sue bonds. notes and other obligations; To
have and employ managers, directors, OF
tccrs, agents and other employees as IN"
ton may require: and 10 make and es
tablish such committees and TO create such
by LAWS. rules and regulations Tor the
corporate management and for the con
troll OF the affairs of the said corporation
as may be deemed necessary and eNpedi-
ent.
ARTICLE 1.-THE domicile Of the cor
poration shall Ice the City of New Orleans,
state of Louisiana. citation and other
legal process shall be served on the Presi-
dent or in his absence or inability To act
from any cause whatsoever. upon vice
President or the Secretary Treasurer.
ARTICLE Ill.-The objects and purposes
Of this corporation are hereby declared e"
be to manufacture, produce and distribute
motion picture nlmS. slides and cuts OF
all kinds and character; 10 establish aud
maintain exchanges for the sale, leasing
and distribution Of motion picture films,
and generally to deal and operat" at whole
sale and retail, as principal agent. lessor.
lessee, on commission or otherwise. IN the
production and distribution of motion pie
lures, slides, cuts, etc. ana IN the con
duct Of exchanges to own, Operat" ana con
duct buildings, mills, machinery, tools ana
appliances for the uses and purposes of
the business. and the same TO change,
alter, substitute. sell and hypothccate II
Will; and generally 10 do and perform all
things ncedful. necessary, proper or use
full for the accomplishment Of the pur-
poses Of the corporation, the whole IN the
State of Louisiana, the States, Territories
and Possessions of the United States. and
in Foreign countries. states and Tern
tories with the right to have Offices ana
places Of business and representatives In
any or all of the same. n change or me
Ob jects and purposes Of this corporation
may be made by the vote of all the stock
holders at meeting called for that pur-
pose
ARTICLE IV.-The capital stock of this
corporation shall be ten thousand dollars
sl0OOO.OO) divided into one thousand IT,
600 shares of the par value OF ten dollars
$1,000 each; which said stock shall be
paid for in cash or property. The CAPT
tai stock may be increased to twenty
thousand dollars ($20,00OO) by a vote OF
two-thirds of all OF its stock at meet
ing of the stockholders called for that pur-
pose.
The capital stock or this corporation
| shall be transferable only on the books OF
| the corporation.
| ARTICLE Van corporate powers vest
ed by law Of this charter in corporations
shall be exercised by the Board OF Di'
| rectors of this corporation, including the
| right to manage, control and direct the
affairs of the corporation. the corporate
policy. and to sell the corporation, or merge
the same into another corporation, aud 10
| take in payment of any such sale. OF
merger, cash, bonds, notes or stock OF
| the purchasing or merging corporation, OF
| of new corporation, created for the pur-
pose. without the necessity OF referring
either or any of said acts to the stock
holders.
| The Board Of Directors Of this corpora
| ton shall be composed of four stockhold
ers. who shall be elected annually on the
| first Tuesday Of July of each year. The
| first Board of Directors of this corpora
| ton shall be composed of Earle W. Ham
mons. George A. Skinner, Leo l.. Dubourg
and Louis ]. Gelpi, who shall hold otiict
until the next annual meeting, on the 1irsi
Tuesday of July, 1921. The election OF
| the Board Of Directors shall be preceded
| by fifteen days written notice to the stock
| holders delivered in person or sent by
mail to the post-office address OF such
stakeholder, as the same appears upon the
| books of the corporation. The election
shall be held at the Office of the corporation
at such hours as may be fixed by the In
cumbent Board OF Directors under the
SUPERVISION of two inspectors of election
who shall be elected and serve as such FOL
| the period of one year at the time III,
Board Of Directors is elected, provided
| that the first Board of Directors hereir
named shall appoint two inspectors o.
| elections to serve until the next annua
| election Of directors. At such election eacf
| stockholder shall be entitled to one vot'
| for each share Of the capital stock hello
nv him and the person receiving tn,
highest number of votes cast at said cleo
tion shall be declared elected. and thu
Board Of Directors thus elected shall NEE
and organize as soon a after said eieS so,,
Board OF Directors shall constitute
quorum, and Directors absent or unabl
| to attend may authorize the Directors
present to represent them by writer
proxy filed with the Secretary. and witt
all the powers such absentee could, If pres
ent in person.
All routing business matters shall be de
j cided by the majority vote Of the quorum
present at such meeting, Notwithstanding
anything in this charter or the law TO tn
contrary, but any matter or thing AFFECT
ing the general policy, property or cor
porate rightsfof the corporation shall b
adopted only by the vote Of the majorit.
of stock held by the individual member
of the whole Board Of Directors, and prop
err minute entries shall be made TO SHOW
these facts. At it's first meeting after cleo
ton or as soon thereafter as practicable
the Board of Directors shall elect a Presi
dent and one or more Vice Presidents AM
la Secretary and Treasurer; these las
named officers need no the stockholders
and the two Offices may be combined Il
one person by the Board of Directors.
The Board of Directors may establish
by laws, rules and regulations for the gov
eminent of the corporation, and may ais
create committees for the management o
the several departments OF its business
including an executive committee to b
composed of one to three members of tn
Board, which committee shall be empow
cred to exercise all the functions of tn
Board of Directors during the recess o
said Board, save those herein reserved 10
the full Board. The Board OF Director
shall fill vacancies occurring In this bod
during the term thereof. Meeting of tn
Board Of Directors may be held at sue
times as shall be set by the Board itsel
or at the call of the President and at tn
request Of any stockholders. provided wit
vided with the written consent Of a
! the Directors; meetings Of said Boar
; may be held elsewhere than th
=, domicile Of the corporation. Nee