The herald. [volume] (New Orleans, La.) 1905-1953, 1915-08-12

NO-ni
State. Of Louisiana, Parish of Orleans. CITY
OF New Orleans.
Be it known, that on this 3lst day of Iulv.
, IN the year OF our Lord, thousand nine
hundred and fifteen, before me- Henry George
Mccall, notary public, auy commissioned
and qualified, in and for the parish of Or
| leans, State of Louisiana, and in the pres
emce OF the undersigned witnesses, person
ally came and appeared: Messrs. Isaac l..
Lyons, Sr., and Isaac l.. Lyons, IT, both of
| tull age of majority and residents of he CITY
OF New Orleans, herein appearing in their
capacities OF president and secretary, respect
lively, OF the Southern Mineral Land I'm.
provement Company, a corporation duly Or
gained under the laws of the State of Lou.
isiana, and domciled in the parish of Orleans,
the said appearers herein acting in their said
| capacities and for and in behalf OF said cor
| poraton, under and by virtue OF a resolution
| adopted at a special meeting of the stock
| holders thereof hereinafter referred to. who
| declared that notice thereof had been given
! to the stockholders more than ten days prior
| to the said meeting, per publication in
| the TimeS-Democrat August 9TH, 18th,
10Th, 9th, 10Th and 5Oth and September 3rd
! and 9Th, 1914, and in the Daily States on
| August 9TH, 18th, 10Th, 9th, 18th and 3Oth,
| and September 3rd and 9TH, 1914; that pursu-
ant to said notice, general meeting of the
! stockholders of said Southern Mineral & Land
| Improvement Company was held in the Office
J of the said company in the parish of Or
leans, on the Sth day of September, 1914, for
| the purpose of amending the original act of
| Incorporation of said company and that at
said meeting than three-fourth of all
| of the capital stock of said company was
present represented and voted; and it was
| at said meeting unanimously agreed and de-
! cided 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 V.-All the corporate powers of the
| said corporation shall be vested in and ex-
fercised by the board OF directors composed
of twelve stockholders of the corporation,
to 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 commissioners to be appointed by the
| absence of any of said commissioners, the
president shall have power to NIL the place
or places by appointment.
Notice shall be given of said elections by
two publications in of the daily newspa-
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
be on the day of the election; and the direc.
tors then elected shall continue in 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
votes may be cast for one individual or may
be divided among several individuals not
exceeding twelve as the owner of such stock
may desire; provided that no fractional votes
shall be accepted and the twelve persons
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 to
elect directors as above provided, such failure
shall not dissolve the corporation, but the
then existing board of directors shall con-
be thereafter, there shall be held another
election, whereof notice shall be gwen as
above provided in one of the daily papers pub
lished in the city of New Orleans.
| Each director shall hold in his own name
or in the name of the firm whereof he IS q
member, at least FIVE shares of the capital
stock of the corporation.
Any vacancy occurring in said board OF di
rectors, from any cause whatever, shall be
filed by the remaining directors. Five direc
tors shall constitute a quorum for the trans
| action of business. Any director about &c
absent himself for one month or more, may
by writing under his hand, appoint proxy
| to act for and represent him IN ms absence
at a meeting of said board, which said proxy
shall have and exercise all the powers anC
privileges of said absent director for the time
J being provided said proxy shall hold no
less than FIVE shares of the capital stock o
the company; and provided also that sai6
proxy be approved by the board Of directors
for the time being. In the event that such
| director shall fail to appoint proxy, tnei
| the board of directors may fill the vacancy
during the absence of such director Ih'
, board of directors, at. the first meeting afte
their election, shall elect out OF their numoe
a president, first vice-president and seeon'
yice-presdent, and appoint a secretary ant
, treasurer, and the board from time to tint
. shall appoint such officers, clerks, agents ant
other employees as may be deemed necessar!
, for the business and purposes of said cor
poration, and dismiss the SANE at pleasure
r and shall have full power and authority t
. make and establish, as we'll as change
5 amend and alter all bylaws, rules and regu
Iations deemed requisite for the support ant
management of the affairs and business o
I said corporation, and shall have also fui