The herald., 1921-04-07
CHARTER

posing to transfer the same, hereinafter
called the retiring shareholder" shah 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 shareholder, he shall be bound
at such time within fifteen days there
after as the company shall appoint upon
payment of 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
Al 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 a good discharge TO the purchasing
shareh older and he shall not be bound to
see TO the application thereof and after
the name of the purchasing shareho lder has
been entered in the register in purpOrted
exercise of the aforesaid power. the validity
of the proceedings shall not be questioned
by any person, and the purchasing share
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
| a hot
| the company shall in all Cases or 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 CON-
| pany, making all necessary adjustments
| to avoid fractions of shares, and for that
| purpose giving the preference in all eases
! 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 oil
| represented at any meeting of the stock.
| holders held for that purpose, after prior
notice in writing to each stakeholder, OF
mailed to him at his last known post office
| address, all in accordance with the terms
| of Act 267 of 1914.
ARTICLE IX.-At the expiration of thi,
charter, or the earlier dissolution of this
corporation for any cause, its affairs shall
be lquidated by two or more liquidators
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 liqudat,
the affairs of said company, with full
| power to act.
ARTICLE Kin order that this charter
may serve as subscription list, the under
signed incOrpOratOrs of this corporation
have subscribed for the number of shares
set opposite their respective names. TIT
subscription to said capital stock by j
Eugene Pearce shall be wholly paid for IL
property and good will TO be exchanged
and transferred to this corporation by him
In connection with said subscription of ]
Eugene Pearce, and the exchange Of sait
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 itemiZe'
description of such property as to amount
| location, extent, character and state o
improvement, together with a statement o
. its value as appraised by the directors, a
: well as a statement of the value place.
: upon the good will included in said capita
stock.
Thus done and passed, In my office
in the City of New Orleans. on the day
{ month and year first above written in tn
: presence of J. n. Swing and Arthur Con
dOure, competent witnesses, and IN,
notary, after due reading of the whole
a Original Signed. ]. Eugene Pearc
: nineteen hundred ninety-eight 199S) shares
$ II. J. Hermann, one share; st. Clair Adam
one share.
: Witnesses. J. N. Swing, Arthur Cor
doure.
r FRANCIS P. BURNS
Q Notary Publi
I I, the undersigned Recorder of Nor
cages, in and for the Parish of Orlean
State of Louisiana, do hereby certify this
$ the above and foregoing Act of IncorpOrs
1 ton of Pearce Films, Incorporated, was tn
! day duly recorded IN my office, in Boo
j 1858. folio, -.
n New Orleans, La, March 10. 1921.
l. ROBT. SCOTT, by. RecOrde
b A true copy. -
!, FRANCIS p. BURNS.
\ Notary Publ
d March II to April 21