The herald., 1920-11-11
CHARTER.
CHARTER OF EDUCATIONAL FILM
ENCMANGE OF InIISIANA ~

r
5 18th day OF the month Of Srpfywh Der d
n" year one tLoUaud. nine hundred an
! twenty, before me, Henry +. bIrt. Jr..
/ Notary Public. duly commissioned an,
sworn in and for the Parish of Orleans ahl
city Of New Orleans. therein residing. per
I S"nally came and appeared "a. person,
who's" names are h"rvuuto subscribed. whl
declared that, ayailinE themselves of o..
provisions Of the laws % he State. r,Il
ti'" 20 the organization Of corporations
they have COvtLdHtcd and agreed. and a,
by thes" presents covenant aud agree
bind, form and constitute themselves. il,
well as such other persons Wfp NAV here
after JOIN or become associated with them
into corporation and body poIit.. in law
for the objects and purposes. sud under
IN" agreements and stFulatiouS follow
ARTICLE l The name and title Of This
corporation shall hc Educational Film In
change Of Louisiana, lac. and under IFS
corporate name il shall hay, and ENJOY
|cNI~teHc" ana succession for the term ~
ninety nine years from this date. and al
III" rights, advantages and privileges
granted by law to corporations. Il,luttu-.
the power 10 contract. sue and be sued ia
li~ corporate LaUC. To make and use "a
corporate seal, and the same 10 break and
alter II pleasure. To- hold. receive. Iur-
chase, convey. mortgage. hypOthccatr aud
/ pledge property. resi- and personal. TO is.
sue bonds. notes and other obligations. Iu
have and employ managers. directors. OF.
tc"rs. agents and other employers as tho
interests and cOnYrHIru,c~ OF IN. corpora
! tIuH may require. and TO make and .--
ttabIsh such committees and 10 create such
/ BY laws, rules and regulations for the
/ corporate management and for n, con
/ troll Of ih" affairs Of the said corporation
as may b, deemed necessary and cNp,ai
/ euf.
ARTICLE 1.-THE domiciIe OF Che ,rr.
/ ruratIuu shall To- the CRY af New Orleans.
/ stat" ~ Louisiana. Citation and other
/ legal process shall Doe served on the Prr-I
% Cd
/ from any cause Whatsoever. upon g Size.
/ President or "a" Secretary Treasurer.
/ ARTICLE III The objects and purposes
/ of This corporation ar" hereby declared p.
Z br TO manufacture. pTUdu," aud ul-frInUf.
, motion picture uiU~. slides and cuts ut
all Kinds and character. To establish and
maintain exchanges Tor tho sale. leasing
and distribution Of motion picture films.
and generally to deal aud oprrat, at whole.
/ sal" and retail principal agent lessor.
/ lessee. on commission or otherwise. in the
production and distribution Of motion pie.
lures. slides. cuts etc. and in the con
duct OF exchanges 10 own, operate and con
/ duct buildings, mills. machinery. tools and
appliances for tho uses and purposes of
. m" business. and the same to change.
! alter. substitute. sell and hvluf h.naf,. ar
viii. and generally 10 DO and perform all
I things ur"dtul necessary, proper or Use
tEl for the accomplishment Of the Iur-
poses Of the corporation. the whole in the
State of Louisiana. the States. Territories
and Possessions OF tho United States. and
Iu Foreign countries States and Terri
tories. with the right 10 have Offices and
places of business and representatives, In
any or all of the same 4 change Of the
objects and purposes Of this corporation
may be made 10y the vote Of all ia" stock
holders ut a meeting called for that pur-
pose.
ARTICLE IV-Th" capital stock Of thi,
corporation shall be ten thousand dollars
$50 0UOUOJ divided into one thousand a.
Wrl shares Of IA" par Nalu" of ten dollars
$1,000 each, which said stock shall D"
paid for in cash or property. The CAPT
tai stock may be increased To twenty
thousand dollars ($2OHOcOI by vote Of
twO-thirds Of all Of its stock at a meet
ins Of the stockholders called for that pur-
pose.
The capital stock or this corporation
shall br transferable only on the books of
the corporation.
ARTICLE N.-AN corporate powers vest
cd by law Of this charter in corporations
shall be exercised by the Board Of III
rcctOrS Of this corporation. including the
right to manage, control and direct the
affairs Of the corporation. the COTporat"
policy. and 10 sell the corporation, or merge
IN" same into another corporation, and to
take in payment Of any such sale, or
merger. cash, bonds. notes or stock of
the purchasing or merging corporation, or
of a 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 ". Ham
mons. George 4. skinner, Leo l.. DubOurE,
and Louis J. Gelpi, who shall hold Office
until the next annual meeting, on the first
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-Ottice 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, |
the period of one year at the time the |
Board of Directors is elected. provided |
that the first Board OF Directors herein |
named shall appoint two inspectors of
elections 10 serve until the next annual |
election OF directors. At such election each
stakeholder shall be entitled to one vote
for each share Of the capital stock held |
by him, and the person receiving the
highest number of votes cast at said cleo
ton shall be declared elected. and the
Board Of Directors thus elected shall meet
and organize as soon after said election
as possible. A majority of the whole
Board Of Directors shall constitute a |
quorum, and Directors absent or unable
TO attend may authorize the Directors
present 10 represent them by written
proxy filed with the Secretary, and with
all the powers such absentee could, il pres
ent in person.
Nh routing business matters shall be de
cided by the majority vote of the quorum
present at such meeting, Notwithstanding
anything in this charter or the law To the
but any matter or thing affect
ing the general policy, property or cor
pOrate rights Of the corporation shall he
adopted only by the vote of the majority
Of stock held by the individual members
Of the whole Board OF Directors. and prop
1T minute entries shall be made TO show
these facts. At its first meeting after cleo
ton or as soon thereafter as practicable.
the Board of Directors shall elect rrpSi-
dent. and one or more Vice Presidents and
a Secretary and Treasurer: these last
and the two Offices may he combined in
one person by the Board of Directors.
The Board of Directors may establish
bylaws, rules and regulations for the gov
eminent Of the corporation, and may also
create committees for the management of
the several departments OF its business.
an executive committee to be
Of one to three members Of the
Board. which committee shall be empOw-
cred to exercise all the functions Of the
Board of Directors during the recess of
said Board, save those herein reserved for
the full Board. The Board of Directors
shall fill vacancies occurring in this body
during the term thereof Meeting of the
Board OF Directors may be held at such
times as shall be set by the Board itself,
or at the call of the President and at the
request of any stockholders. provided with
request of any two stockholders, pro-
yided with the written consent Of all
the Directors; meetings Of said Board
may be held elsewhere than the |
dOmicile of the corporation. Meet