The herald., 1915-08-19

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, one thousand nine
hundred and fifteen, before me, Henry George
Mccall, notary public, gully commissioned
and qualified, in and for the parish of Or
leans, State OF Louisiana, and in the pres
ence OF the undersigned witnesses, person.
ally came and appeared: Messrs. Isaac L.
Lyons, ST., and Isaac l. Lyons, Jr., both of
full age OF majority and residents of the city
OF New Orleans, herein appearing in their
capacities of president and secretary, respect
lively, OF the Southern Mineral & Land In
provement Company, a corporation duly
gained under the laws of the State of Lou
isiana, and domiciled in the parish of Orleans,
the said appearers herein acting in their said
capacities and for and in behalf OF said cor
poration, 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 tnan ten days prior
to the said meeting, as per publication in
10Th, 9th, 10Th and 30th and September 5rd
and sth, 1914, and in the Daily States on
August 9TH. 18th, 10th, 9th, 10Th and 3Oth,
and September 3rd and 9TH, 1914; that pursu-
ant to said notice, a general meeting of the
! stockholders of said Southern Mineral & Land
| Improvement Company held in the office
! of the said company in the parish of Or
leans, on the 9Th day of September, 1914, for
1
Incorporation of said company; and that at
| said meeting more than three-fourths of all
of the capital stock of said company was
| present, represented and voted; and 1t 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
J as follows
| Article V.-All the corporate powers of the
| said corporation shall be vested in and ex-
Lercsed 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 ottce
of said corporation under the superintendent
| of three commissioners to be appointed by the
board of directors, and in the event OF 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 tor each
| share of stock owned by him, and said twelve
| votes NAV 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
IL. rafa
then existing board of directors shall con-
tinue to hold their Offices, and as soon as may
be thereafter, there shall be held another
election, whereof notice shall be gwen as
above provided in one of the daily papers pup
I;shed in the city of New Orleans.
Each director shall hold in his own name,
or in the name of the hrm WHEREOF ne Is
member, at least FIVE shares OF the capital
stock of the corporation.
A,v vacancy occurring in said board OF di-
rectors. from any cause whatever, shall be
filled by the remaining directors. FIVE dlrec'
tors shall constitute quorum Tor the trans,
action of business. Any director ABOUT &c
absent himself for one month or MORE may,
nv writing under his hand, appoint proxy
| 70 act for and represent him in his absence
| AT meeting of said board, which said proxy
shall have and exercise all the powers ant
| privileges of said absent director TOR the time
being provided said proxy shall hold moi
| less than five shares of the capital stock o.
the company; and provided also that sane
proxy be approved by the board OF directors
for the time being. In the event that sucn
director shall fail to appoint proxy, ther
:. the board of directors may fill the vacarS,
during the absence of such director IN
, board of directors, at the first meeting arc
. their election, shall elect out OF their numoe
a president, a first vice-president and seeont
yice.presdent, and appoint secretary ant
, treasurer, and the board from time to TIM I'm,
shall appoint such officers clerks, agents am
: for the business and purposes of said cor
. poration, and dismiss the SANE at pleasure
r and shall have full power and authority :
E make and establish, as well as cnais 60 =
i iations deemed requisite for the support an
( management of the affairs and business =
I said corporation, and shall have also fui