The William F. Cody Archive: Documenting the life and times of Buffalo Bill

 

7421
FILED NOV 9 1922
Charles W. Bishop
CLERK

MEMORANDA OF AGREEMENT, Made and entered into this 8th day of September, A. D. 1913, by and between George K. Spoor of Chicago, in the State of Illinois, William F. Cody, of Cody, in the State of Wyoming, and F. G. Bonfils and H. H. Tammen, of the City and County of Denver, in the State of Colorado, WITNESSETH:

WHEREAS, the said George K. Spoor is the President of the Essanay Film Manufacturing Company and understands the motion picture business and commands the facilities for manufacturing motion picture films, and

WHEREAS, William F. Cody possesses a store of information relating to the early settlement of the West, Indian battles, history and legends pertaining to the subjugation of mountains and plains, and

WHEREAS, F. G. Bonfils and H. H. Tammen are publishers of newspapers and have at hand the knowledge and experience necessary to the giving and obtaining of the publicity required in an enterprise such as is herein contemplated, and

WHEREAS, all of said parties are desirous of combining their knowledge, information, experience and abilities along their several lines in the producing and exploiting of motion pictures of historical events and scenes, producing motion pictures in general and in the manufacture of motion picture films, and in exhibiting motion pictures and leasing them to others for the purposes of exhibition, Now Therefore, for and in consideration of one dollar to each and every of the parties hereto by the other paid, the receipt whereof is hereby acknowledged and confessed, and in consideration of the mutual covenants and agreements by each to be performed as hereinafter   specified, it is hereby mutually agreed as follows:

1. A corporation shall be organized under and by virtue of the laws of the State of Colorado, with a capital stock of twelve thousand dollars ($12,000.00) to be divided into one hundred and twenty shares of one hundred dollars each, to be known as "The Col. W. F. Cody ("Buffalo Bill") Historical Pictures Company; the directors for the first year shall be V. R. Day, William F. Cody, George K. Spoor, F. G. Bonfils and H. H. Tammen; the officers for the first year until their successors are elected and qualify shall be F. G. Bonfils, President, William F. Cody, Vice-President, George K. Spoor, Treasurer, H. H. Tammen, Secretary and V. R. Day, Assistant Secretary.

2. The said George K. Spoor shall subscribe for sixty shares of the capital stock of said Company and pay into the treasury thereof six thousand dollars, in payment for said stock, the same to be full paid and non-assessable; the said F. G. Bonfils and H. H. Tammen shall jointly subscribe for sixty shares of the capital stock of said Company, and pay into the treasury thereof six thousand dollars, in payment for said stock, the name to be full paid and non-assessable; of said stock one share each shall be issued and delivered to the respective directors, and the remaining shares shall be issued as follows; Thirty-nine shares in the name of William F. Cody; Thirty-eight shares in the name of George K. Spoor, and Thirty-eight shares in the joint names of F. G. Bonfils and H. H. Tammen: and these shares aggregating one hundred and fifteen in number, shall be placed in escrow with THE INTERNATIONAL TRUST COMPANY of Denver, Colorado, to be delivered to the respective parties, in whose names they are issued as aforesaid, when the Company is on a dividend paying basis, or until the said three parties shall in writing mutually agree to the contrary.

 

3. The said George K. Spoor, William F. Cody, F. G. Bonfils and H. H. Tammen shall devote as much of their time to the enterprise as they can consistently spare from their regular business, occupation and employment, without remuneration until said Company is on a dividend paying basis; and the said Company shall have the exclusive services of the said William F. Cody in motion pictures and motion picture enterprises until released by said Company through the mutual agreement of all of the other parties to this agreement; and the said William F. Cody shall give of his time so much thereof as may be necessary for the locating, staging, setting and creating scenes to be photographed in motion pictures, the Company to pay the necessary travelling and living expenses.

4. The said George K. Spoor and F. G. Bonfils and H. H. Tammen agree to advance to said Company other moneys that may be necessary to place it on a dividend paying basis, to the amount of thirty-eight thousand dollars, one-half to be advanced from time to time, as needed, by the said George K. Spoor, and the other half by the said F. G. Bonfils and H. H. Tammen. It is agreed and understood that all moneys advanced shall be repaid to the parties making the advances from the first profits of the business and before any dividend or dividends shall be declared.

5. The said George K. Spoor agrees that all motion pictures, whether produced and manufactured by the Essanay Film Manufacturing Company or other company by him selected shall be furnished to said Company at actual cost of production.

6. It is mutually agreed and understood that none of the parties to this agreement will sell or hupothecate any of the stock, save and alone as they may deal with each other, without giving sixty days notice in writing to all of the other parties hereto, in case they shall contemplate selling to   outside parties or hypothecate the stock with outside parties, and then they shall give the other parties to this agreement the option of buying at the same price offered to others or of making the loan at the same rate of interest and under the same conditions as contemplated with such other outside parties.

IN WITNESS WHEREOF, the parites hereto have hereunto and unto triplicate copies hereof set their hands and seals the day and year first above written.

William F. Cody (SEAL)

H. H. Tammen (SEAL)

Geo. K. Spoor (SEAL)

F. G. Bonfils (SEAL)

Approved:

V. R. Day

Approved, Accepted and Ratified:

ESSANAY FILM MANUFACTURING COMPANY,
By Geo. K. Spoor
President.

Banner image: Buffalo Bill Center of the West, Cody, Wyoming, U.S.A.; Original Buffalo Bill Museum Collection, P.69.118