The herald., 1918-04-11

Of the stockholders of said New Orleans.
Texas d Mexico Railway Company was
held at the office of said Company in the
City of New Orleans, on the 9th of April
1918, at u o'clock NJ. and the written con-
sents of stockholders holding and owning
all of the outstanding capital stock of
meeting, and the form thereof spread upon
the minutes of said meeting, in which
said instruments the said stockholders
that at the adjourned annual
meeting of stockholders of this Company,
TO be held on April 9Th, 1913, or any ad
journment or adjournments thereof the
question or matter of amending the char
ter or act of incorporation of this Com
pany so as to provide that the annual
meeting of stockholders of the Company
shall be held on the second Tuesday in
May in each year, and that the directors
elected at the annual meeting held Febru-
airy 18th, 1918, shall hold office until the
Second Tuesday in May, 1919, or until
their successors shall have been duly elect
ed and qualified, shall and may be taken
up, considered and acted upon at said
meeting, the said stockholders waving
all notice of said meeting and all service
of such notice, whether required under
the laws Of the State of Louisiana or I'M
der the charter or under the bylaws of
the Company for such purposes or any of
them;
That at said general meeting of stock
holders, ii was resolved by the unanimous
vote of all the stockholders OF said cor
pOration and all OF the outstanding cap
ital stock of said corporation that the
charter or act of incorporation land
amendments theretol of Colorado South
ern, New Orleans q Pacific Railroad Com
pany, whose name was by amendment
changed TO New Orleans, Texas & Mexico
Railroad Company, all of which will ap-
pear by and from the acts hereinabove
referred to and the proceedings had and
taken in connection with the organization
of this corporation, New Orleans, Texas &
Mexico Railway Company, under Act No.
year 1877, recorded in the office of the
Secretary of State of the State of Louis
lana, in Book No. IS Record of Charters"
on February 18th, 1915, land amendments
the particulars hereinafter set out, and
particularly that Article V of said act of
incorporation, being said act before
Charles Isidore Denechaud, Notary Public,
gage Office, Parish of Orleans State of
Louisiana. in Book S13. folio Ala, be amend
ed SO as to read and be as follows:
Article V.-All the corporate powers of
ercised by a Board of Directors to be
composed of Fifteen (15) stockholders, one
of whom must be a resident of the State
Of Louisiana, to be elected annually on
the second Tuesday in May in each year.
All such elections shall be by ballot
and shall be held and conducted at the Of
fice OF said corporation under such reg
nlstions as may be established by the
Notice Of such election shall be given
by the Secretary of said corporation.
At all such elections and at all corpor-
| ate meetings every stakeholder shall be
stock standing In his name on the books
OF said corporation to be cast by him in
person or by his written proxy, and the
majority of such vote cast shall elect.
Any vacancy occurring among the Di-
| rectors of said corporation by death, res
ignation or otherwise, shall be filled by
electto for the unexpired term by the re-
| A failure to elect Directors on the date
| above specified shall not dissolve the cor
poration. nor impair its corporate exist
ence and management. but the Directors
| then in office shall remain in office until
| their successors shall have been duly
| elected and qualified.
The Board of Directors at its first meet
President and two or more vice-Presi-
dents. They shall also elect a Secretary
| and Treasurer, or one person to act as
both Secretary and Treasurer, either OF
| said Board.
The Board of Directors from time e
time may name and appoint all such Other
officers and agents as 1t may deem neces
sary for the purposes and business of SAID
corporation. The said board shall hay,
power to fix and define the duties of ev
cry officer and employee, and all officer!
and employees shall hold office and en-
.
The board may make and establish. al
well as alter and amend, all such bylaws
rules and regulations necessary and prop
er in its Judgment for the conduct anG
management Of the business and affairs
of such corporation. The Board of Direc
tors shall have full power and authorit,
TO borrow money, to execute mortgage:
and to create liens; to issue bonds, note
and other obligations, and to secure sam,
by mortgage, pledge or otherwise; ant
generally to do any and all things rea
sonable, convenient and necessary for tn,
| proper carrying on of the business and
affairs of said corporation.
/ The Board Of Directors may issue full
| paid shares of stock for cash, or in paw.
ment of labor done and performed for said
corporation or property actually received
The Board of Directors shall have DOW.
er and authority to name and appoint
transfer agents In financial centers tc
make transfers of the stock of said cor.
| poration, under such rules and regulations
as the said board may establish and pre-
| scribe.
Stock transferred on the books of such
transfer agents shall be deemed trans
ferred on the books of said corporation.
The directors elected at the annual meet
| ing of stockholders held February 18th
l9lS shall hold office until the Second
Tuesday in May, 1919, or until their sue
cessors shall have been duly elected and
qualified.
That at said meeting of stockholders
It was resolved that the President and
Secretary of said Company, or either OF
| them, take the steps required by law fol
the purpose of making effective the afore
said amendment in accordance with the
| action OF said stockholders.
| Thereupon, the said III. Generes Dufour
| declared that he does now appear for anC
on behalf of the said Company for tn,
purpose of making effective the action o.
the stockholders of said Company il
amending the charter or act of incorpora
tion OF said Company, and he does nov
ask me, Notary, to execute said amend
ment in authentic form to serve and avail
as occasion may or shall require and h,
did produce to me, Notary, to be annexe,
to this act a duly certified copy of tn
resolution of the stockholders of said cor
poration adopted at the meeting hereil
above referred to.
Thus done and signed in my office ii
'he City of New Orleans, In the presenc
of NJ. l.. Dresner and AL c. Hammer
competent witnesses, who have signe,
these presents together with the said an
pear and me, Notary, after due reading
of the whole.
| (Original signed).
mer.
H. Generes DufOur. Secretary.
(SeaD
CHAS. I. DENECHAUD, Not. Pub
1, the undersigned, Recorder of Mort
cages In and for the Parish Of Orleans
State of Louisiana, do hereby certify tina
the above amendment Of Incorporation o
the New Orleans, Texas & Mexico Railwa,
Company, was this day duly recorded Il
my office, in Book 1919, Folio -.
New Orleans, April 5, 1918.
Signed: EMILE ]. LEONARD. d.
cHas.' /: DENEcHAuD. Not. Pub
49, - n N q