The herald. [volume] (New Orleans, La.) 1905-1953, 1918-11-21
AMENDMENT TO CHARTER OF THE
BATON ROUGE, HAMMOND &
EASTERN RAILROAD CO,

Re it known that on this 18th day of the
| month of October in the year of our Lord
one thousand nine hundred and eighteen and
of the Independence of the United States OF
America the one hundred and forty-third
Before ne, Arthur A. Moreno, a Notary Pub
lie, duly Imissioned and qualified, in and
for the Parish of Orleans and this city,
therein residing and in the presence OF the
witnesses hereinafter named and undersign-
| ed. personally came and appeared: Hunter
| {. Leake and Richard S. Charles. who de-
clared that at general meeting of the stock
holders of the Baton Rouge, Hammond &
| Eastern Railroad, corporation organized I'M
der the laws of Louisiana and domiciled at
| Baton Rouge, in the Parish Of East Baton
Rouge, which said meeting was held at the
| office of the Company in the City Of Baton
| Rouge. Louisiana, Monday, October H.,
! 1918. at $50 p m, after proper call, for the
! purpose Of amending the charter of the said
| Banot Rouge, Hammond & Eastern Rail
| road. they were elected respectively Chair
meeting. as will more fully appear by a
certified copy of the minutes of the said
meeting annexed hereto for greater refer
ence. And the said appearers further de-
clared that Chairman and Secretary, re-
! spectively, of the said stockholders meeting,
! they were authorized and empowered to take
such steps as might be necessary and proper
10 have the charter of the said Baton Rouge,
Hammond & Eastern Railroad amended in
accordance with the resolutions passed at
I
the laws of Louis iana; and the said appear
ers, as Chairman and Secretary, respectively,
of the said stockholders meeting and acting
in their several respective capacities and
on behalf of said corporation and the stock
holders thereof by virtue of the authority
conferred upon them at the general meeting
Of said stockholders meeting do hereby
declare that the charter Of the Baton Rouge
changed. altered and amended so that Ar
tiole I, III, V. vi, and VII have been
changed, altered and amended that here
after said articles in their entirety shall
read as follows:
ARTICLE 1.-The name and title of this
corporation shall be: Baton Rouge & East
ern Railroad Company, and by that name
this corporation shall have power and authOri-
ty TO exist and enjoy succession for the
full term and period OF ninety nine years
from and after the day and date hereof, TO
contract, sue and be sued in its corporate
name; to make and use a corporate seal and
the same to break and alter at pleasure;
to hold, receive, purchase, lease and con.
Vey, as well as mortgage and hypothecate
under its aforesaid corporate name, property
both real, personal and mixed; to name and
appoint such managers. directors, officers and
agents as its interest and conveniences may
require; to make and establish such bylaws,
rules and regulations for the proper man.
agement and conduct of the affairs of this
corporation as may be deemed necessary and
proper, and to alter and amend the same at
pleasure; and to have, possess and acquire
all such other rights and privileges as by
the laws of Louisiana are granted to cor
porations oragnized for works OF. public i'm
provement and advantage.
ARTICLE 1.-THE domicile of the Baton
Rouge, Hammond and Eastern Railroad
Company shall be in the city of New Or
leans, Parish of Orleans, State of Louisiana.
and all citations or other legal process shall
be served upon the secretary of this cor
poration.
ARTICLE V.-All the corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors composed of
five 80 stockholders, to be elected annu-
ally, on the second Monday of October in
each year. All such elections shall be by
ballot and conducted at the office of this
corporation; notice of the stockholders meet
ing for the election of Directors must be
delivered personally or by depositing in the
Post Office, properly addressed to each
stakeholder at least fifteen Q5) days be.
fore such meeting A majority of the vote
cast shall elect and each share Of stock shall
be entitled to one vote, TO be cast by the
owner either in person or by proxy The
Directors thus elected shall serve and con-
tinue in office until their successors shall
have been elected. A failure to elect Di-
rectors on the date above specified shall not
dissolve the corporation, but the existing
Board of Directors shall cause another cleo
ton to be held within thirty days thereafter,
notice whereof shall be given in the manner
prescribed for the annual meeting of the
stockholders for the election of Directors.
Vacancies occurring in said Board of Direc-
tors from any cause whatsoever shall be
filled by the remaining Directors. Three
Directors shall constitute a quorum for the
transaction of business, and the Board of
Directors, at their first meeting following
any annual election, shall elect one Of their
number to be the president of this corpora
ton, and another to be the vice-president
thereof. The Board of Directors shall also
appoint secretary and treasurer; the of
fices of Secretary and Treasurer may be
may appoint from time to time and also dis
miss at their pleasure, such officers, agents,
clerks and other employees they may deem
necessary for the business and purpose of
the corporation; and may make and estab-
lish. as well as alter and amend, all by
laws, rules and regulations requisite for the
support and management of the business
and affairs Of this corporation. Said Board
Of Directors shall have full power and au-
thority TO borrow money, execute mortgages
issue notes or bonds. and generally 10 do
all things pertinent to necessary for the
objects and purposes of this corporation or
which are or may be permitted by the laws
applicable to corporations. and also to issue
full paid shares of stock or bonds or obli-
cations of this company, in payment for
labor done, or money borrowed, or property or
rights actually received by this corporation.
ARTICLE VI.-Whenever this corporation
may De dissolved, elther by limitation. or
from any other cause, its affairs shall be
liquidated by three commissioners TO be ap-
pointed from among the stockholders at
meeting of stockholders convened for such
purpose, notice whereof shall be given in the
manner prescribed for the annual meeting of
the stockholders for the election of Directors
and majority in amount of the capital
stock of this company voting at such meet
ing shall be requisite to elect such com
missioners. Said commissioners shall re-
main in office until the affairs of this cor
poration shall have been fully settled and
liquidated. and in case of death or resignS
ton of one or more of said commissioners
The survivor or survivors shall continue to
act
ARTICLE VII-This act of incorporation
NAV be changed. modified or altered, or said
corporation may be dissolved with the as
sent of two-thirds of all of its stock given
at any meeting of the stockholders convened
for such purpose. notice whereof shall be
given in the manner prescribed for the an
nual meeting Of the stockholders for the
election of directors.
Thus done and passed at my office, in the
City of New Orleans. the day, month and
year herein first above written. in the pres
ence of Robert E. Bell and Ruth NJ. Seller.
| competent witnesses who hereunto sign
their names with the said appearers and
me, Notary, after a reading of the whole.
Witnesses: Robert E. Bell, Ruth NJ Sell
er. Original Signed) Hunter G. Leake
Richard s Charles. A. A. MORENO. No
tary Public.
CERTIFICATE.