The herald., 1920-10-28
CHARTER.
CHARTER OF EDUCATIOSNL FILM
EACMANGL OF InIIsIANA No

leans. city Of New Orleans. State OF Lou
isiana. BE il known. That on this IA,
18th day Of Ia" month Of September Dol
the year on" thuUuut. nine hundred and
Notary Public. duIy commissioned and
sworn In and tor Ola" Parish OF Orleans and
city OF New ORLEANS. therein residing. prr
eoHa.ly .JE' and appeared n" persons
whose names are h"-,uuto subscribed. Who
DE-, Jared That. aNuilluE tArE-,lN,s Of fuu
provisions OF the laws Of the State. r.la-
t'" (" tho organization Of ,uTpur. tfou~.
they hav" 'ov,uau'rd aud agreed. and Go
10y fIt~'. presents covenant and agree.
hind. form and constitute thrm~,IEct 50,
W'Il as such other PERSONS Wao may lrr,.
at''- join or b".oU., associated with them
ant" corporation and body polite in I.t,
for the objects and purposes. and under
%" agreements and s-puIatou> follow
INK. fu.vIt.
ARTICLE / TIT, name and titI" OF this
corporation shall hc Edu arIoual Film IN
chang" OF Louisiana, Inc. and under .'~
corporate name D. shall have and enjoy
rNi>trHr" aud succession for tho term Of
ninety nine years from this date. and an
th" rights. advantages and privileges
granted Toy law q" corporations. Including
tht power 70 contract. sue and toe sued In
its corporate, name. 70 max, and us, 20
corporate seal. and The same 10 break and
alter At pleasure. TO hold. receive. TUr.
chase. convey. mortgage, hypothe,atr and
Ul"dE" property. real aud PERSONAL to Is
q Q
HAY" and employ managers. directors of
hC"rS. agents and other employees rs tn,
interests and gUnVcuiruDr~ Of the cvruoru-
ton may require. and 10 make and rS-
tabIi>h such committees and TO create such
by laws rules and regulations for thu
corporate management aud for the con
troll Of IA" affairs Of tho said corporation
rs may BE- dcem"d necessary and "NprdI
rnt.
ARTICLE H. Tn, domirilo " the cor
purat!ou shall nc th. city Of New Orleans
State Of Louisiana Citation and other
legal process shall b" served on the Prc>I-
dent. OF IN his uh~'n," or inability 90 act
from any cause Whatsoever. upon 81 Vice.
Pre- idrut or the Secretary Treasurer
ARTICLE III. The objects ana PURPOSES
81 this corporation are hereby declared To-
l." 10 manufacture. prOdu," and diSfrihut-
motion picture MINIS. slides and cuts of
all kinds and character 10 establish ANA
maintain exchanges for the sale. leasing
and distribution Of motion pI,tur" nlW~
and generally 10 deal and operate al whole.
sale ana retail A. principal. agent. lessor.
i'>rc" on commission or otherwise. ia the
production and distribution OF motion pic
lures. slides, cuts etc, and in III" con
duct of exchanges TO own. opcrat" and con.
duet buildings. mills. machinery. tools ana
appliances for the USES and purposes OF
the business. and the same 20 change.
alter. substitute. sell and hypu'hcrat,. ri
viii aud generally 20 DO and perform an
things u'pGful necessary. UruIvr OF Use.
ul for the accomplishment Of IA" pur.
Tu~'~ Of the corporation. u" Who'll, 100 the
State Of Louisiana. TIA" States. Territories
and Possessions Of thu United States. and
in Foreign countries. States and I,rrl.
tories with the right to have Offices and
places of business ana representatives in
any or all of the same. \ chang" OF the
objects and purposes Of this corporation
may be- made by IA" vot" OF all the stock
holders At meeting called for that pur-
pose.
ARTICLE " Tho capital stock of thi,
corporation shall he ten thousand dollars
Slo.OuOC0b divided into one thousand t.
Uuut shares of the Par value of ten dollars
$4,000 each, which said stock shall b"
paid for in cash or property. Tn" CAPT
tai stock may b" increased to twenty
thousand dollars t$2OoOOoW by q vote of
two-thirdS of all Of it's stock at a meet
ing Of the stockholders called for that pur-
pose.
The capital stock or this corporation
shall be transferable only on the books OF
he corporation.
ARTICLE V.-All corporate powers vest
ed by law of this charter i'll corporations
shall be exercised by the Board of hi
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, and to
take in payment of any such sale, or
merger, cash, bonds, notes or stock of
the purchasing or merging corporation. or
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-
PRS. 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 \. skinner, Leo l.. DubOurg
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 office address of such
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
'umbtnt Board of Directors under the
supervision of two inspectors of election,
who shall be elected and serve as such for
he period of one year at the time the
Board of Directors is elected. provided
hat the first Board of Directors herein !
named shall appoint two inspectors OF
Elections to serve until the next annual
election of directors. At such election each |
shall be entitled to one vote
Or each share of the capital stock held
by him, and the person receiving the
highest number of votes cast at said cleo
ion shall be declared elected, and the
Board of Directors thus elected shall meet
md organize as soon after said elt ctiOn
Is possible. A majority of the whole
Board of Directors shall constitute a
quorum. and Directors absent or unable !
% attend NAV authorize the Directors
present to represent them by written
proxy filed with the Secretary, and with
III the powers such absentee could, if pres
mt in person.
All routing business matters shall be de
'ided by the majority vote of the quorum
present at such meeting, Notwithstanding
, hing in this charter the law TO the
but any matter or thing Affect |
ny the general policy, property or cor
DOrate rights Of the corporation shall be
adopted only by the vote of the majority
Of stock held by the individual members
IF the whole Board Of Directors, and prop
n minute entries shall be made to show
hese facts At its first meeting after cleo
ion or soon thereafter as practicable.
The Board of Directors shall elect a rresi-
dent. and one or more Vice Presidents and
Secretary and Treasurer; these last
named officers need no the stockholders,
and the two Offices may be combined in
Dne person by the Board of Directors.
The Board of Directors may establish
by -laws, rules and regulations for the gov
arnment of the corporation, and may also
,reate 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,
Dr. at the call Of the President and at the
request of any stockholders. provided with
of any two stockholders, pro-
Eided with the written consent of all
hn Of rh