The herald. [volume] (New Orleans, La.) 1905-1953, 1921-03-17
CHARTER.
OF JOSIAH PEARCE AND
SONS OF LOUISIANA, MOOR
PORATED.

United states OF America, STATE VI Loulo-
lana, Parish of Orleans. Be IT known,
That on this fourteeBth day of March, in
the wear OF our Lord, one thousand, nine
hundred and twenty-one, before me,
Francis Z. Burns, notary pubhc IN ana
for the Parish of Orleans, State OF LOUIS
lana duly commissioned and quallned. ana
in the presence of the undersigned witness
es, personally came ana appeared the
several persons whose names are herelh-
after subscribed, Of the full age OF majority
who declared TO me that ayailing them
selves of the laws of this state relative 10
the organization of corporations, and more
especially of Act 261 OF l9l4, page 81, OF
the legislative acts of this state, they nave
covenanted and agreed, and by these pres
ents do covenant and agree for themselves
and their successors and assigns 10 form
themselves into corporation ana DOuy
polite for the objects and purposes ana
under the stipulations hereinafter set forth,
tO-wit:
ARTICLE 1.-The name ana title of this
corporation shall be JOSIAH PEARCE
AND SONS OF LOUISIANA, 1NCORPOR-
ATED, and under such title il shall have
and enjoy succession for period OF ninety
nine years from date hereof, and shall nave
power and authority TO contract, sue ana
be sued, make and use a corporate seal,
the same TO break and alter at pleasure;
to hold, sell, lease, mortgage, hypothecate
or pledge property, real, personal or mixed
necessary, incidental or property Tor the
carrying Oh of its busiess; TO buy and 10
panies that may assist this company III
its objects and purposes; TO make and issue
certificates of Indebtedness; TO name, elect
and appoint managers, directors ana
clerks or other employees to properly con-
duct its corporate business and TO make
such bylaws, rules and regulations as may
be found necessary or desirable Tor the
management and business affairs OF this
corporation.
ARTICLE 1.-THE doMIcile of this cor
poration shall be in the City Of New Or
leans, State of Louisiana, where all citation
and other legal process shall be served
upon the president, or in the absence OF
the president, upon the ice-president, or
in the absence or both, upon the secretary.
ARTICLE III.-The objects and purposes
of this corporation are hereby declared
and stated TO be: To own, lease, establish.
maintain, operate, manage and control a
theatre or theatres, place or places OF
amusement, and produce, exhibit, preserve
and exploit therein attractions OF various
kinds and natures, including dramatic,
operate and musical performances, Vaude-
vile, moving pictures, intellectual and III
structive entertainments and to cater 10
public diversion by and through theatrical
and motion picture exhibition or other
amusement device.
ARTICLE IV.-The capiIaI stock Of this
corporation is hereby fixed at the sum Of
Two hundred thousand (S2OO,OCOOo) Dol
lars, divided into two thousand t2,OOOl
shares of the par value of One hundred
amount to which the capital stock of this
corporation may be increased shall be One
million tS1,0OO,OOOOO) Dollars.
Fifty per cent of the capital stock OF
this corporation must be subscribed for
before the filing of the articles of incor-
poration. The subscribed capital stock
of this corporation shall be payable IN
cash, property, real or personal, or Tor
services performed or rendered.
No stock holder shall ever be held liable
or responsible for the faults, contracts or
debts of this corporation in any further
sum than the unpaid balance due the cor
poration on the shares of stock subscribed
for by him, nor shall any mere informalty
in the organization have the effect OF
rendering this charter null or of exposing
any shareholder to any liability whatso-
ever.
This corporation shall not engage in
business until One hundred thousand lSlOO,-
00000) Dollars Of the capital stock mas
been issued and actually paid in, either in
cash, property, or services as aforesaid ;
if any of the stock Of this corporation Is
exchanged in whole or in part for property
or good will, In that event the provisions
of Section three 49, of Act 267 of 1914 shall
be strictly complied with.
ARTICLE v.-AH the corporate powers
| Of this corporation shall be vested III ana
exercised by board Of directors composed
| of three stockholders, each OF whom snail
| own, in his own right, during his term OF
/ office, at least one full-paid and unpledged
| share of the capital stock, which shall be
| shown by his written declaration. two 90
/ of whom shall constitute. a quorum for the
! transaction of business, provided that tht
| board of directors shall have the right al
| any time to increase the number of di-
rectors to not more than five 10.
The officers of this corporation shall
! consist of a president, vice president. sec
rotary and treasurer, all OF whom shaii ot
members of the board of directors. Any
| two Offices but no more, may be combined
If desired, and held by one and the same
person.
The following named persons shall con
stitute the first board Of directors OF thl'
corporation. to-wit: ]. Eugene Pearce NO
| Dunleith Court, New Orleans, La; Hilton
J. Hermann, 1919 State Street Drive, New
Orleans. La; and st. Clair Adams, i62'
st. Charles Avenue, New Orleans. La, with
urer, st. Clair Adams as vice-presiden
and Hilton j. Hermann as secretary, ant
| these officers shall serve until the second
Monday in March in the year 1872, or unit
their successors have been duly elected
and qualified.
Thereafter the directors shall be elected
annually on the second Monday OF Marcl
in each year, beginning with the year 1y22
all elections of directors shall be by ballo
and each stakeholder shall be entitled Il
one vote for each share of stock standing
in his name on the books of the corpora
ton, this vote to be cast in person or b!
proxy, and it shall require a majority o.
the stock present or represented to elect.
Failure to elect a board of directors OF
on the second Monday in March 1922, o.
annually thereafter, shall not work for
fixture of this charter. but the old board
of directors shall remain in office until
i their successors are elected and qualified.
Il ARTICLE vI.-The board of director
shall hold regular meetings at such time
as shall be fixed In the bylaws Of this cor
poration. These meetings shall be hel'
at the domicile of the corporation, but tn
president may call special meetings Of tn
board of directors at such times as n
may deem advisable, and he shall be re
Quired to call such special meetings when
ever requested to do so by three member
of the board Of directors. Three days
notice of such special meetings shall b
given in writing to the directors unles
waiver Of notice is signed by the directors
Any vacancy occurring on the board: eithe
from death, resignation, or inability Z
serve, shall be filed by the board Of ID
rectors at its next regular meeting ate
such vacancy shall have occurred. TIL
first board Of directors Of this corporation
shall be required to draft suitable bylaw
for the government Of this corporation