The herald., 1921-04-21
CHARTER

posing to transfer the same, hereinafter
! called the retiring shareholder" shall give
notice in writing to the company that he
desires to transfer the same, and such
| notice shall constitute the company his
| agent for the sale of the share or other
| interest to any shareholder of the company
at the prescribed price. That If the com
pany shall, within the space of thirty days
after such notice find shareholder desir-
| ing to purchase such share or interest
hereinafter called the purchasing share
holder" and shall give notice thereof TO
the retiring shareholders he shall be bound
| at such time within fifteen days there
after as the company shall appoint upon
| payment CT the prescribed price, to trans
fer such share or interest to the purchasing
| shareholder. That if in any case the
| retiring shareholder after becoming bound
| as aforesaid, makes default in transferring
such share or interest, the company may
receive the purchase money and shall there
! upon cause the name of the purchasing
shareholder to be entered upon the register
as the holder of such share or interest and
shall hold the purchase money in trust
for the retiring shareholder, his executors,
administrators, or assigns, and the receipt
of the company for the purchase money
shall be good discharge to the purchasing
| shareholder, and he shall not be bound to
see to the application thereof, and after
the name of the purchasing shareh older has
been entered in the register in purpOrted
exercise of the aforesaid power. the validity
of the proceedings shall not be questioned
holder shall be deemed and taken to be
the owner of the said share or interest
| That the prescribed price shall mean the
amount paid in on such share or interest.
plus the propOrtionate part of undivided
profits, provided that if instead of there
being undivided profits there exists an i'm
pairment of capital of the said company.
then the proportionate part of such impair
ment shall be deducted from the amount
paid in upon such shares or interest in
ascertaining such prescribed price. That
the company shall in all cases on receiving
| notice of desire to sell stock as aforesaid
allow the other shareholders the oppOr-
tunity to take same in proportion to their
| respective holdings of stock in the com
pany, making all necessary adjustments
TO avoid fractions of shares, and for that
purpose giving the preference in all cases
| TO shareholders who have the largest hold
ings.
ARTICLE VIII.-This charter may be
modified, altered, the capital stock thereof
increased or decreased, or the corporation
may be dissolved with the assent of two
thirds of the capital stock present or
represented at any meeting of the stock
holders held for that purpose, after prior
notice in writing to each stakeholder. or
mailed to him at his last known post office
address, all in accordance with the terms
of Act 267 of 1914.
ARTICLE 1X.-At the expiration of this
charter. or the earlier dissolution of this
corporation for any cause, its affairs shall
to be elected by the stockholders, all of
whom shall hold stock in said company
and said commissioners are hereby vested
with full power and authority to liquidate
the ahairs of said company, with full
power to act.
ARTICLE Kin order that this charter
may serve as a subscription list the under
signed incOrpOratOrs of this corporation
have subscribed for the number of shares
set opposite their respective names. The
subscription to said capital stock by J.
Eugene Pearce shall be wholly paid for in
property and good will to be exchanged
and transferred to this corporation by him.
In connection with said subscription of J .
Eugene Pearce, and the exchange of said
property for stock in this corporation
there is annexed to this act of incorpOra-
ton and to be read in connection there
with. an accurate, detailed and itemized
description of such property as to amount
location, extent, character and state of
improvement, together with a statement of
its value as appraised by the directors, as
well as a statement of the value placed
upon the good will included in said capital
stock.
Thus done and passed, in my office,
In the City of New Orleans, on the day
month and year first above written in the
presence of y. n. Swing and Arthur Con-
doure, competent witnesses. and me-
notary, after due reading of the whole.
original Signed. j. Eugene Pearce.
nineteen hundred ninety eight (199S) shares /;
II. ]. Hermann, one share; Stellar Adams
one share.
Witnesses. i'm. Swing, Arthur Con.
doure.
FRANCIS p. BURNS.
Notary Public.
/, the undersigned Recorder of Mort
cages, in and for the Parish of Orleans.
State of Louisiana, do hereby certify that
the above and foregoing Act of Incorpora-
ton of Pearce Films, Incorporated was this
day duly recorded IN my office, in Book
1858. folio, -.
New Orleans, La, March IS 1921.
R0BT. SCOTT, by. Recorder
true copy.
FRANCIS p. BURNS.
Notary Public.
March II to April 21