The herald., 1914-07-09

have the right in person or by proxy to cast
one vote on Zach share of stock owned by him.
Three members Of the board Of directors shall
constitute a quorum. SAID board shall have
power to FIJI all vacancies in the hoard. dEI
all oiticers and directors shall hold and con
time III Office until their successors snail
have been elected and qualified. Tn, annual
meeting Of the stockholders shall be preceded
bv ten DAYS notice mailed TO the last ku pwn
address OF each StOckhDldcr. notifying him
OF the time and place OF meeting. The Sllc
BOARD shall exercise all the powers II this
Co-p,r ration. or may delegate the Sam. - oGc
or more officers Al Its pleasure, make such by
laws, rules and regulations as they r0ay think
proper for the transaction OF the business and
affairs Of said corporation, and change, alter
and amend at pleasure; appoint and uN the
salaries OF all officers. clerks and employees
not herein mentioned. the same 10 chantc or
dismiss at pleasure, fix the salaries NJ the
officers provided for herein; and to DO all
things which may be necessary IN the man
ag,ment Of said business and permitted by
the laws applicable TO corporations.
\ failure to elect directors on the date
above specified shall not dissolve the cor
poratIpu. hut the then existing board OF di-
rectors shall continue TO h0id their ofrcCs
and another election shall he held as soon
thereafter as practicable At time to be
txcd by the board OF directors then in office.
whereof ten days notice shall be given III
the manner above provided.
Any director may at any time give his
proxy or power Of attorney IN writing 10
any other stoCkholder OF any other member
0t the board OF directors to represent MN Al
any or all meetings Of the board Of directors,
and IN such cases the proxy shall IN every
! respect count for all purposes as II SAID dl-
rector were personally present.
The officers of this corporation shall be 4
president vice president and a secretary
treasurer. Orren l. Pugh, as president; China
B. GamlIn, As vice president, and Frank u.
Gilmcr shall constitute the irS; board OF d-
rectors, and they shall hold office until their
successors are elected md qualified; each
subsequent board shall take their seats imme-
dIaely following their election. or as soon
thereafter praCucahic. and shall hold
their Offices until their successors shall have
been elected and qualified.
Miss Mary f Nellady, femme sole, shall
he secretary-treasurer, and shall hold othce
until her successor Is elected and qualified.
Article NI.-NO stakeholder shall ever be
held liable responsible for the contracts
or any liabilities Of this corporation in any
further than the unpaid balance dve the
corporation on the shares Of stock subscribed
for by him, nor shall any Intormality in or
ganIzaiIon have the effect OF rendering this
charter null or OF exposing any stockholder
to any liability beyond the amount due on
hiS stock.
Article VII-This charter may be changed,
modified or altered said corporation may
be dissolved. with the assent OF three -fOurths
OF the amount OF stock present or represented
al any general meeting OF said corporation
convened for such purpose after ten days
previous notice shall have been given in the
manner provided in article OF this charter.
Article NIlI.-Nhenever the corporation Is
dissolved, either by limitation or from other
cause, its affairs shall hquidated under
the superInteudenCe Of two stockholders, 10
be chosen Tor that purpose by majority IN
amount Of the stockholders present or prepre-
Seuted at a general meeting OF the stock
holders, at which the election Is held Said
comm ssIouers shall remain IN office until the
affairs OF said corporation shall have been
fully hqudated In case OF the death, reSlE-
nation or inability from any cause OF one Of
the said commissioners to act, the survivor
shall continue to act and shall appoint an
other Stockholder in the place and stead OF
the commissioner who shall have ceased to
act.
Article INA special meeting OF the stock
holders OF this corporation shall be called at
any time. in the discretion Of the president,
and must be called upon the written request
Thus done and passed before be. the under
signed, duly commissioned notary public,
for the parish OF Orleans, State OF Louisiana,
in my Office at New Orleans on the day.
month and year first above named, and Of
the independence of the United States OF
America the one hundred and thirty eighth,
in the presence of Mesers. +. Bladon Duffy
and Walter w. Douglass, competent wit
neSses, domiciled in this city and therein re-
siding, who have signed their names with the
undersigned incorporates and me, notary
public, after reading thereof. the said incor-
porators subscribing for the number OF shares
F. BLADON DUFFY,
]. ZACH. SPEARING, Not. Pub
/, the undersigned recorder of mortgages,
in and for the parish of Orleans, State OF
Louisiana. do hereby certify that the above
and foregoing act of Incorporation of South
ern Motor Car Company, this day duly
recorded in my Office iu book ll27, folio l66
New Orleans, La, June 10, 1914.
EMILE ]. LEONARD, Dep Rec
true copy of the original charter, with the
names of subscribers and number Of shares
subscribed for by each omitted.
]. ZACH. SPEARING, Not. Pub.