The herald., 1921-01-13
CHARTER.


dependence of the United States OF America
the one hundred and forty-fifth; BEFORE |
me- J. Henry FOrcelle, Jr., notary pup
lie in and for the Parish or orleans, oldte
of Louisiana, aforesaid, duly commissioners !
sworn and qualified and in the presence
of the witnesses hereinafter named anu
undersigned. personally came ana APP
peared, the several persons whose halIes
clared that awaiting themselves OF the pro-
visions of the general laws cf this state
providing for the organization OF corpora
tiOnS. particularly Act 2bI or l2't' th'!
these presents covenant, agree ana DhId
themselve as well all such persons as
NAV hereafter become associated WIN
them. to form and constitute corporation
and body polite in law. for the oOlects
and purposes and under the supulatlons
and agreements following, tO-wit:
ARTICLE 1.-THE name and title OF TINS
corporation shall be the General Iheatre
Supply Company, Inc, and IT snail exist
and enjoy succession by ITS corporate
name for period of ninety nine (99) years
from the date hereof. unless sooner dls-
solved, with all the rights ana powers nov
or hereafter conferred by law upon sluli-
It's d6mitiIe shall be in the City of New
Orleans La. and all citations and other
legal process shall be served upon the
President and in the event OF his absence
or in ability to act upon the Nlce-Presl-
dent or Secretary. in the order named.
ARTICLE 1.-THE objects and purposes
for which this corporation IS organized ana
the nature of the business to be carried
on by il are declared to be: To buy ana
sell at retail or wholesale, or otherwise
acquire or dispose of and generally 10
trade and deal in theatres, moving picture
machines theatre equipment and supplies
of every nature and kind whatsoever or
any kind of paraphernalia used in, by or
for n theatre; and generally 10 90 anu
perform such acts and deeds and trans,
a
or germane to any of the objects ana
purposes herein set forth; the foregoing de-
tails not being intended to be exclusive
it being intended to do any act or thing
necessary to carry cut and accomplish the
purposes of said corporation.
ARTICLE III.-The capital stock of this
corporation is hereby fixed at forty thonN
and dollars ($40.OOO00) to be divided into
four hundred shares of the par value OF
one hundred dollars (Sl00.0O) each: which
said stock shall be paid for in C2sh or in
property and good will transferred to SAID
corporation or in work done for or services
rendered to said corporation, as may be
decided by 'he Board of Directors and
upon terms to be fixed by said Board o.
Directors.
All transfers OF stock shall be made on
the books of the corporation, md no trans
fer of stock shall be in arr say binding
on the corporation unless and until II =
made in pursuance to the provisions or TINS
charter.
NJ
he permitted to sell or otherwise dispose
of his stock without first Offering the same
| in writing, to the other STOCKHOLDERS
| through the Board of Directors, at a price
not exceeding the book value thereof; and
said stockholders. in proportion TO their
| holdings shall have an option and first
right or purchasing all OF the shares
stock to be thus disposed u by sale o.
| otherwise of any of the stockholders, and
shall have & period of ten days in which
| to accept or decline said offer.
Should the stockholders decline to pur-
chase said stock, then such stockholder J.
at liberty to sell or dispose of the stock
| and may do so in any manner and II any
: price he may deem fit.
| Each share of stock is issued herein
| upon the condition aHN understanding thSi
no stakeholder shall sell or otherwise
transfer his stock in violation hereof, and
any such sale or transfer If made shall
| be void and this corporation shall be I'M
! der no obligation to list said stock on its
books or to regard the holder of the Ger
| tificate thereof.
| The capital stock of this corporation may
| be increased to any amount not exceeding
| two hundred and fifty thousand dollars.
| Each share of stock shall entitle the
owner thereof, either in person or by
| proxy, to cast one vote at all general
meetings.
| ARTICLE Iv.-All the corporate powers
| of said corporation shall be vested in and
| exercised by a Board of Directors COM
posed of not less than Lhree nor more than
| seven stockholders, to be elected at an a.
| nual meeting of the stockholders to BE
| held on the first Tuesday of December of
each year; if the date fixed for said cleo
| ton fall on a legal holiday, then said cleo
| ton shall be on the first day thereafter not
| a legal holiday. All such elections shall
| be by ballot; of such elections at least
fifteen days previous notice shall be given
| to each stakeholder, either personally or
| by depositing the same in the pOstoffice
properly addressed. A majority of the
1 L..Iu IL III 6
stock shall be entitled to one vote to be
| cast by the owner in person or by proxy.
The Directors thus elected shall serve
| and continue in office for on year or I'M
| til their successors shall have been duly
elected and shall have qualified a failure
| to elect Directors on the date above spe-
Gifted shall not dissolve the corporation,
but the existing Board shall cause an
other election to be held within thirty
days thereafter, whereof fifteen days pre-
viOus notice shall be given.
Any vacancy occurring in the officers or
Board from any cause whatsoever shall be
filled for the unexpired term by the re-
naming Directors. Any Director who may
be absent from the City of New Orleans
shall have the right to appoint shy stock
| holder of the corporation to vote for him
at any meeting of the Board, and such
proxy shall have and exercise all the pow
ers of such Director appointing him.
A majority of the Directors shall con-
stitute quorum for the transaction OF
The Board Of Directors shall elect from
their number a President, Vice-President
a Secretary and a Treasurer and such
other officers as they may think prOpe- or
convenient for the carrying on of the or
poration's business. and shall have power
to unite two or more Offices, or to dispense
with any Office in their discretion and to
fix the salaries of all officers. agents and
employees; the said officers shall continue
in office for one year from such election
| or until their successors are elected and
have qualified.
Said Board of Directors shall have full
power and authority to exercise all the
powers conferred on this corporation by
are or may be permitted by the laws APP
plicable to corporations.
The following persons shall constitute
| the first Board of Directors and shall serve
until the first Tuesday in December, 1921
or until their successors shall have been
elected and qualified, viz:-John III. Ma
jeau, No. 1912 n. Robertson Street, New
Orleans, La; Wyndham Robertson, 22i S
Alexander Street, New Orleans. La, and
Carroll b. Walmsley. So Perdido Street
New Orleans, La with the said John H
Majeau as President and the said Wynd-
ham Robertson as Secretary Treasurer.
| ARTICLE V.-This act Of incorporation
may be amended altered and modified oil
this corporation dissolved in the manner
provided by law and particularly in con
formity with said Act. 267 of 1914
ARTICLE Vino shareholder shall ever
be held liable or responsible for the con.
, tracts or faults of this corporation in any
further sum than the unpaid balance du
on shares of stock owned by him; no
shall any informality in organization hav'