The herald. [volume] (New Orleans, La.) 1905-1953, 1915-09-09
ACT OF AMENDMENT
VI INCORPORATION OF SOUTHERN MIN.
EkAL AND LAND IMPROVEMENT
COMPANY

OF INCORPORATION OF SO II MIN
ERAL AND LAND IMPROVEMENT
State Of 1orisi,1 CoM p,;Nn
OF New Orleans NY
Be it known, that on this 3lst dav Of Ip1v
| IN the year Of our Lord, one thousand nine
| hundred and fifteen, before me, Henry George
McSall, a notary public, duly commissioned
! I auu quS!lheu' IN and Tor the parish of Or
| leans, State Of Louisiana, and in the pres
ence OF the undersigned witnesses peTsou-
| any came and appeared: MesSrs. Isaac l.
! Lyons, ST., and Isaac l.. Lyons, IT, both of
fulI 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 I'm.
ProVemeht company, a CORPORATION duly or
gained under the laws of the State of Lou
isiana, and domcied 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 than ten days prior
to the SAID meeting, as per publication in
10Th, 9th, 10Th and 3Oth and September Bird
and Sth, 1914, and in the Daily States on
August 9TH, 18th, 10Th, 9th, 10Th and SOth
and September 5rd 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
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 more than three-fourths 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 was amended so as to read
as follows:
Article Van the corporate powers of the
said corporation shall be vested in and ex-
ercised 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
board of directors, and in the event OF the
absence OF any of said commissioners, the
president shall have power to fill the place
or places by appointment.
Notice shall be given of said elections by
two publications in one 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 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-
tinue to hold their offices, and as soon as may
be thereafter, there shall be held another
election, whereof notice shall be given as
above provided in one of the daily papers pub
lished in the city Of New Orleans lea nam.
or in the name of the firm whereof he is a
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
filled by the remaining directors. FIVE dlrec-
tors shall constitute a quorum for the trans
action of business. Any director about TO
absent himself for one month or more, may,
by writing under his hand, appoint a proxy
to act for and represent him in his absence
at a meeting of said board, which said proxy
shall have and exercise all the powers and
privileges of said absent director for the time
being, provided said proxy shall hold not
less than FIVE shares of the capital stock OF
the company; and provided also that said
proxy be approved by the board Of directors
for the time being. In the event that such
director shall fail to appoint proxy, then
the board of directors may fill the vacancy
during the absence of such director. The
board of directors, at the first meeting after
their election, shall elect out of their number
a president, first vice-president and second
vice president and appoint secretary and
treasurer and the board from time to time
shall appoint such officers, clerks, agents and
other employees as may be deemed necessary
for the business and purposes of said cor
poration, and dismiss the sanS at pleasure,
and shall have full power and authority to
make and establish, as well as change or
amend and alter all bylaws, rules and regu,
iations deemed requisite for the support and
management of the affairs and business OF
said corporation, and shall have also full
power to borrow money, execute mortgages
issue bonds, make contracts and do all things
they may deem necessary, and generally 10