1905_private laws_210_4
CHAPTER 210 AN ACT TO RATIFY, CONFIRM AND AMEND THE CHARTER OF THE ASHEVILLE AUDITORIUM COMPANY. WHEREAS, the Asheville Auditorium Company has heretofore been duly incorporated and organized under the general laws of the State of North Carolina in force at the time, with the following articles of agreement, the names of the subscribers to its capital stock being omitted on account of their great number. to-wit: Private39 Articles of agreement entered into by and between the proposed incorporators, whose names are subscribed to these articles of agreement, for the purpose of the formation of a corporation pur- suant to the laws of North Carolina as contained in section six hundred and seventy-seven of The Code, and the amendments thereto, that is to say: That the subscribers to these articles of agreement have agreed and by these presents do agree to and with each other as follows, to-wit: T. That the name of the corporation shall be Asheville Audito- rium Company.  TI. That the business proposed by said corporation is that of erecting, owning and operating for hire and profit, or otherwise, a public building or hall for the accommodation: of large assem- blages, commonly called an auditorium, in the city of Asheville, county of Buncombe and State of North Carolina, and to that end said corporation shall have the right, power and authority of acquiring, owning and holding, in fee or by less estate, all and any property, of whatsoever character, necessary or desirable for said purpose, to the extent allowed by the laws of North Carolina to corporations formed in like manner, with power to dispose of same. TIT. That the place of business of said corporation shall be in said city of Asheville, county of Buncombe and State of North Carolina. TV. That thirty years is the length of time desired for the dura- tion of said corporation. V. That the following-named persons, firms and corporations have subscribed to the stock of said corporation, viz.: Asheville Hardware Company, M. Alexander and others. VI. That the amount of the capital stock of said corporation shall be twenty-five thousand dollars, divided into twenty-five hun- dred shares of the par value of ten dollars each, with the privilege to said corporation of at any time increasing said capital stock up to one hundred thousand dollars by a vote of the majority of the shares outstanding at the time of such increase. VII. That the stockholders of said corporation shall not be individually liable for its debts, nor shall any stockholder be liable to any creditor of said corporation for more than the unpaid por- tion of his or her or its individual stock subscription. VIII. That the stock of said corporation shall be non-assess- able, nor shall any certificate of stock be issued until the par value thereof has been paid in full to the corporation. TX. Stockholders in said corporation shall be entitled to one vote for each share of stock respectively held by them, upon which the installments upon the subscriptions have been paid as called for by the officers or authorized representatives of said corporation. X. That said corporation shall have the right and power of making such by-laws and regulations consistent with the laws of the State of North Carolina as to it shall seem proper, which by- laws or regulations may be amended, altered or added to at the pleasure of said corporation. XI. Said corporation shall be entitled to and enjoy all the rights, privileges and immunities granted to like corporations in the State of North Carolina. In witness whereof the said parties to this agreement have here- unto set their hands and seals, on this the twentieth day of Sep- tember, A. D. one thousand nine hundred. F (Signed) Jas. P. SAWYER, (Seal. ) GEO. S. POWELL, (Seal. ) W. T. WEAVER, (Seal. ) M. H. FLETCHER, (Seal. ) DuFF MERRICK, (Seal. ) CHAS. A. MOORE, (Seal. ) FW. W. W. GRAHAM, (Seal.) Hie 18 4M acorcan ry, (Seal. ) W. B. Gwyn. (Seal. ) Witness as to all of the above subscribers: LOLA K. TURNER. NoRTH CAROLINABuncombe Countyss: The execution of the foregoing and annexed articles of agree- ment for the formation of a corporation to be known as the Ashe- ville Auditorium Company was this day duly proven before me on the oath and examination of Lola K. Turner, the subscribing wit- ness thereto. Therefore, let the said foregoing articles of agreement for the formation of said corporation, together with this certificate, be recorded and a certified copy of the same sent to the Secretary of State in and for the State of North Carolina, that he may issue let- ters patent to said corporation. In testimony whereof I have hereunto set my band and affixed ny official seal, on this the (Official Seal.) twentieth day of September, A. D. one thou- sand nine hundred. (Signed) Marcus Erwin, Clerk Superior Court Buncombe County. AND WHEREAS, said corporation has heretofore increased its capi- tal stock to thirty-five thousand dollars, as permitted so to do under its original articles of agreement aforesaid ; AND WHEREAS, said corporation later desired to issue fifteen thousand dollars of preferred stock, no provision for which is made in the said, original articles of agreement; and for the purpose of amending its articles of agreement, or certificate of incorporation, the board of directors of said company and the stockholders thereof, severally, duly and regularly adopted the following resolu- tions, the resolution of the directors having been passed at a regu- lar meeting held on the second day of November, one thousand nine hundred and three, and the resolution of the stockholders having been duly and regularly passed by a two-thirds majority in interest of the capital stock of the company then outstanding, at a meeting regularly called and held on December the first, one thousand nine hundred and three: RESOLUTION OF THE DIRECTORS. WHEREAS, the board of directors of the Asheville Auditorium Company, recognizing that it is the unmistakable sentiment of the stockholders of the company and the citizens of Asheville that the auditorium must be built as soon as possible, have heretofore, by a resolution duly passed at a called meeting of said board, held on the twenty-fourth day of October, one thousand nine hundred and three, decided that the auditorium shall be rebuilt; AND WHEREAS, it is the opinion of said board that from twelve to fifteen thousand dollars additional capital will be required to enable the company to so rebuild; AND WHEREAS, it is the further opinion of said board that such additional capital can be best raised by an issue and sale of pre- ferred stock, not exceeding fifteen thousand dollars in amount: Now, therefore, be it Resolved, That it is the opinion of said board of directors, and they do hereby so declare, that it is advisable to amend the present certificate or articles of incorporation of said company so as to provide that the said Asheville Auditorium Company shall have the power and authority of increasing its capital stock at any time it may deem advisable to the amount of fifteen thousand dollars in excess of that now permitted, and of creating in addition to the common stock of the company at present provided for a class of stock to be known as preferred stock, not exceeding said sum of fifteen thousand dollars in amount, which shall have such voting strength and be entitled to such preferences in the payment of divi- dends and otherwise as the stockholders may determine. And a meeting of the stockholders of the company is hereby called, to be held at such time and place as the president of the company may designate, but not later than thirty days from this date, to take action on the subject-matter of this resolution. RESOLUTION OF THE STOCKHOLDERS. WHEREAS, the present certificate or articles of incorporation of the Asheville Auditorium Company provide, as set forth in article six thereof, that the capital stock of the corporation shall be twenty-five thousand dollars, divided into twenty-five hundred shares of the par value of ten dollars each, with the privilege of increasing the capital stock up to one hundred thousand dollars by a vote of the majority of the shares outstanding at the time of such increase; AND WHEREAS, the stockholders of the company have heretofore regularly authorized the increase of such capital stock to thirty- five thousand dollars: AND WHEREAS, the board of directors of the company have here- tofore. to-wit, by a resolution duly passed by said board at a meet- ing held on November the second, one thousand nine hundred and tnree, recommended that the capital stock of the company be in- creased fifteen thousand dollars more, and that the certificate or articles of incorporation of the company be amended so as to pro- vide for a class of stock, to be known as preferred stock, not to exceed fifteen thousand dollars in amount, to be issued in addition to the common stock of the company already provided for, as will more fully appear by reference to said resolution as the same is spread on the companys minutes: Now, therefore, be it Resolved, that the certificate or articles of incorporation of the Asheville Auditorium Company be and the same are hereby amended so as to read as followsthat is to say, article six of said certificate or articles of incorporation shall be stricken out and the following inserted and substituted in lieu thereof, to-wit: VI. That the amount of the capital stock of said corporation shall be fifty thousand dollars, divided into five thousand [shares], of the par value of ten dollars each, of which thirty-five hundred shares shall be common stock and fifteen hundred shares shall be pre- ferred stock, with the privilege to said corporation of at any time or times hereafter increasing the common stock of the company as much as fifty thousand dollars more, whenever a majority in interest of the stockholders shall determine that it is advisable to make such increase. That the preferred stock above provided for shall be entitled to such preferences in the payment of dividends and otherwise. shall have such voting strength, and shall be issued upon such conditions as the stockholders shallhereafter deter- mine. AND WHEREAS, the board of directors, by a resolution duly passed at a meeting held on the twentieth day of January, one thousand nine hundred and five, recommended that the issue of preferred stock provided for in the resolution above set forth be increased from fifteen thousand dollars to twenty thousand dollars, making the total capital stock fifty thousand dollars; AND WHEREAS, on account of the large number of stockholders of said corporation, it is extremely difficult to secure a stockholders meeting for the purpose of acting upon said last-mentioned resolu- tion of the directors, and for the same reason well-nigh impossible to secure the written assent of two-thirds in interest of the stock- holders authorizing an amendment to its articles of agreement or certificate of incorporation, so as to provide for said issue of pre- ferred stock, and its increase to twenty thousand dollars, and it is therefore necessary that such amendment providing for said issue of preferred stock and its increase to twenty thousand dollars to be authorized by a special act of the Legislature: Now, therefore, The General Assembly of North Carolina do enact:
That said Asheville Auditorium Company be and the same is hereby relieved and exempted from the payment of all license taxes or charges levied or authorized to be levied by the State of North Carolina, the county of Buncombe and the city of Asheville against opera-houses or theaters, and all other special taxes, for and during the term of five years from and after the passage of this act.