The herald., 1914-07-16

have the right in person or by proxy to cast
one vote on each share OF stock owned by MN.
Three members Of the board OF directors Shal
constitute a quorum. said board shali nave
r,Nr- 10 fill all vacancies in the BOARD, ana
all officers and directors shall hold ana con
time IN Office until their successors Snaii
have been elected and quaIihcd;, Inc ahnl
.,pettiug OF the Stockholders shall be preceded
nv ten days' notice mailed to the last kuJwn
address OF each stockh1ider. notifying nm
OF the time and place Of Uce.int Inc sane
3o1~d shall exercise all the powers ~ tins
corn, ration. or may delegate the SAM - 9ne
or more officers at It's pleasure; make Such py-
laws. rules and regulations as thcE Elay UihE
proper for the transaction OF the business ana
affairs Of said corporation, and change ai,tr
and amend at pleasure, appoint ana hh 'ht
salaries OF all officers, clerks and employees
not herein mentioned. the same 10 chan.c OF
dismiss n pleasure: TX the salaries % 'hT
officers provided for herein; and 10 DO all
things which may he necessary ~ the nan
agCrucut OF said business and TcfnHiitI oF
the laws applicable 10 ,co-uo1a'ons.
4 failure to elect directors on tHc Gate
above srcc,fci shall not dissolve ihe cor
po-atipu. bat the then existing board OF Ni-
.cctors shall continue to h0'n l,Gf o',ts
and another election shall he held as soon
thereafter prdctlgauLe at time 70 ne
rxcd by the board Of directors then IN oitc-
hereof ten days. notice shall be gwen /"
the manner above provided. -,
ANY director may At any time give ms
proxy or power OF attorney IN wTltnH 10
any other s,orkholdcr OF any other member
Of the board Of directors TO represent HIM at
anv or all meetings Of the board Of directors,
and IN such cases the proxy shall in every
respect count for all purposes a. II SAID di-
rector were personally present
The officers of this corporation SHAH he
president a yICC-pTCSidcut and secretary
treasurer. Orren l. Push, as president; CHINA
b. GauIIu. as president. and FRANK Is.
Gil-rtr shall constitute the FIRST board Of di-
rcctors. and they shall hold otuce until their
successors are elected md qualihcd; each
subsequent board shall take their seats linnle-
dIacly following their election. Or as soon
thereafter as practicable, and shall hold
their Offices until their successors ShdlI nave
been elected and qualified. .
Miss Mary +. Mcllady. femme sole, ShaLl
be sccrctary-trcasuryr, and snail hoid once
until her successor Is elected and qualihed.
Article NI.-No stockholder shall ever be
held liable or responsible for the contracts
or any Liabilities OF tins corporation IN any
further sum than the unpaid balance due thS
corporation on the shares of stock subscribed
for bv him, nor shall any Iniormallty IN Or
gauizatiou have the effect OF rendering thls
charter null or Of exposing any stockholdeT
to any liability beyond the amount due On
his stock.
Article VII.-This charter may be changed,
modified or altered or said corporation may
be dissolved. with the assent OF threetourthS
! 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 gwen IN the
manner provided in article OF this charter
1 Article NlII.-Whenevcr the corporation IS
dissolved. either by limitation or from other
cause, its affairs shall hquIdated under
| the superintendenCe Of two stockholders, Il
' be chosen for that purpose by majority IN
amount Of the stockholders present or prepTe
sented at a general meeting OF the stock,
| holders, az which the election Is held. Said
| commissioners shall remain IN othCe until the
! affairs Of said corporation shall have beer
| fully liqudated In case OF the death, reslg
| 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 comm SSiOneT who snail nave ceased tt
Article IX.-A special meeting Of the stock
holders OF this corporation shall be called a
any time, in the discretion OF the president
| and must be called upon the written reques
| OF two stockholders.
Thus done and passed before be, the under
| signed, a duly commissioned notary pubic
| for the parish of Orleans, State OF louisiana
month and year first above named, and n
the independence OF the United States o
America the one hundred and thirty-eighth
| in the presence OF Mesers. f. Bladon Duff!
and Walter w: Douglass, competent wit
! nesses, domiciled in this city and therein re
! siding, who have signed their names with tn
undersigned incorpOratOrs and me, notarl
public, after reading thereof, the said incor
porators subscribing for the number of share
| placed opposite their names.
f. BLADON DUFFY,
W. W. DOUGLASS,
|. the undersigned recorder of mortgages
in and for the parish of Orleans, State o
Louisiana. do hereby certify that the aboy
| and foregoing act of Incorporation of South
ern Motor Car Company, was this day dul,
recorded in my Office, t~ book ,6I2 ~ folio l6t
| EMILE J. LEONARD. Dep Rec:
true copy OF the original charter, with III