The herald. [volume] (New Orleans, La.) 1905-1953, 1915-08-05
ACT OF AMENDMENT
OF INCORPORATION OF SOTTTUFpN Mn
EKAL AND LAND IMPROVEMENT

IN the year of our Lord one thouSand 80
hundred and hfteen, before me, Henry George
McSall, a notary public, gully commissioner
ana qualified, in and for the parisb 90 ~
| leans, State Of Louisiana, and in the pres.
ence OF the undersigned witnesses. person.
any came and appeared: Messrs. Isaac l.
Lyons, Sr, and Isaac l.. Lyons r. both Of
| iull age OF majority and residents of the citv
! OF New Orleans, herein appearing in tbeIr
SdpdSlueS OF president and secretary, respect
! lively, OF the Southern Mineral & Land In,
/ provement Company, corpora,iTp 81 %
/ gained under the laws of the State OF on,
isidna, and domiciled in the parish OF Orleans
ule Sala aPpearers herein acting in their said
/ capacities and Tor and in behalf OF said cor
pordtlon, under and by virtue Of A Restitution
! adopted at a special meeting of the stock
/ holders thereof hereinafter referred to. who
| declared that notice thereof had been given
10 tne stockholders more Inau ten DAYS prior
| 10 me SAID meeting, as per publication in
! the llmes-Democrat on August 9Th I3tb
/ @Utn, Lth, yth and SOth and September 3rd
and Sth, 1914, and in the Daily States on
! August 9TH, 18th, 10Th, 9th, 2gth and lDth
| and September Srd and 9Th, lgl4; that pursu.
| ant to sand notice, general meeting OF the
| stockhOldCr, of said Southern Mineral 4 and
| Improvement Company was held in the office
I OF the said company in the parish of Or
| leans, on the 9Th day OF September, 1914. for
! the purpose OF amending the original act OF
! incorporation Of said company: and that al
SAID meeting more than thrcc-fourths of ali
OF the capital stock Of said company was
present, represented and voted; and 1t was
I a. NaIA meeting unanimously agreed and de-
cidcd by all the stockholders OF said company,
present and voting, that Articles and VIII
OF SAID act of Incorporation should be changed
altered and amended IN the particulars fol-
lowing, to-wit:
That Article V was amended SO as to read
as follows:
Article N.-All the corporate powers Of the
said corporation shall be vested IN and ex-
erctsed by the board OF directors composed
of twelve stockholders OF the corporation
10 be elected on the first Monday Of February
1915, and annually thereafter, and until said
date the board elected in February, 1914. shall
remain IN Office. All such elections shall be
by ballot and shall be conducted at the office
OF said corporation under the superintendent
OF three CommiSS onerS to be appointed by the
board OF directors, and in the event OF the
absence OF any OF said commits Sioners, the
president shall have power to ill the place
or places by appointment.
Notice shall be given of said elections by
, two publications IN one Of the daily ncwSpa-
pers OF the city Of New Orleans, the first to
be not more than twelve nor less than eight
days prior to the election and the second to
he on the day Of the election; and the dlrcC-
tors then elected shall continue i'll office until
their successors shall have been elected.
Each stakeholder shall be entitled to cast
% in person or by proxy twelve votes for each
! share Of stock owned by him, and said twelve
3 votes may be cast for one individual or may
| be divided among several individuals not
, | exceeding twelve the Of such stock
+ may desire; provided that no fractional votes
| -
e receiving the highest number OF votes at each
election shall be declared elected as directors
for the ensuing term OF one year.
If, at any time, there should be failure Ia
D elect directors as above provided such failure
D shall not dissolve the corporation, but the
, then existing board OF directors shall con
tinue to hold their Offices, and as soon as may
r be thereafter, there shall be held another
. election, whereof notice shall be given as
above provided in one of the daily papers pub.
lshed in the city Of New Orleans.
( Each director shall hold in his own name
y or in the name OF the firm whereof he is 2
member, at least FIVE shares of the capital
| stock of the corporation.
/ | Any vacancy occurring in said board of d
7 rcCtOrS, from any cause whatever, shall bt
filled by the remaining directors. Five direc
c tors shall constitute quorum for the trans
r action Of business. Any director about Il
n absent himself for one month or more, may
, by writing under his hand, appoint a proxy
. to act for and represent him III his absence
= at a meeting of said board, which said proxy
= shall have and exercise all the powers an,
n privileges OF said absent director for the tlmt
being provided said proxy shall hold no
p less than five shares of the capital stock o
4 the company; and provided also that saI'
e proxy be approved by the board of Director
f for the time being In the event that such
director shall fail to appoint proxy, thei
4 the board of directors may fill the vacancl
n during the absence OF such director. III
i ! board of directdts, at the first meeting afte
q their election, shall elect out OF their numbe
2 ! a president. a first vce-presIdent and secon'
r | vice president, and appoint a secretary ant
n treasurer and the board from time to tim
, | shall appoint such officers, clerks, agents ant
. other employees as may be deemed necessar
n | for the business and purposes of said cor
n | poration, and dismiss the SAM at pleasure
q and shall have full power and authority t
A make and establish, well as change o
L amend and alter all bylaws, rules and regu
v | latons deemed requisite for the support an
: management of the affairs and business o
A said corporation, and shall have also ful
| 70, hprr
s issue bonds, make contracts and do all thing
"A they may deem necessary, and generally l
- do all things and acts in all matters pertnen
!. | to the objects and purposes OF which are
- may be permitted by the laws applicable ,
~ corporations, as also to issue and deliver tu
?, paid shares of this stock OF the bonds or OF
n legations of this corporation, for labor don
or money or rights in property actually re
| ceiyed But no bond shall be isSuec and II
mortgages executed without the assent an
- authorization of the owners OF two-thirds 9
the stock represented a meeting of stocE
n holders convened for that purpose after pro
~ notice shall have been given as provide
,s above, in daily newspaper published IN IN
- city of New Orleans; except such mortgage
a | as il NAV be necessary to execute IN ordt
~ TO secure the deferred payments on propert
Il which may be acquired by the company.
- That Article VIII was amended so as
a read as follows:
II | be changed, modified, or altered. the capiti
"A | stock of the company may be decreased, {
~ | said CorDoration NAV be dissolved, with II
le assent OF the owners of two-thirdS of the Ell
y. tire capital stock given at general meetr
~ | of the stockholders convened for such pu
- | poses after previous notice OF such meetr
u Shall have been published once week I!
-, thirty days in a daily newspaper published
H. | the city of New Orleans.
y The capital stock of this corporation ma
~ be increased from time to time, TO al
~ amount the board of directors may ind ne
ie essary, by complying with the requirement
!, | of an act of Legislature of this State enttit
~ IAN Act to Provide the manner in which CO
III porations may increase their capital stoc
n. and TO carry into effect Article 259 OF Il
nc Constitution" approved on the 23rd OF Jun
:, 1882.
g Whenever any increase of the capital sto'
K; shall be duly authorized, thirty days notl
ID of the same shall be given in one OF u
W. daily newspapers in the city OF New OTleah
~ within which time stockholders shall nr
~ have the first privilege OF taking the adG
. tional shares in the proportion when u
10 shares held by them bear to the capital sto
~ of the company previous to such increase. al az
We any shares not taken at the expiration OF tn
NJ time may be disposed of by the directors
az the benefit of the corporation.
OF Whenever any decrease shall be determin
ii' unon thirty DAYS notice of the same shall
us given by publication in one of the daI
ed newspapers of New Orleans.
ay Thus done and passed at my office, IN &
narish of Orleans, State of Louisiana, on {
"a; day and in the month and year herein m
ca above written, in the presence OF Messrs Az
IS l. Plough and Irwin A. Boyer, compete
ne witnesses of lawful age, residing IN this CIT
ny stoned their with Sald Q