The Black Hills union. [volume] (Rapid City, Pennington County, Dakota [S.D.]) 1889-1904, 1895-03-15

- JOIN sOAC Aok
ager shall give q bond with sufficient suretieS to
the approval Of the directors in the sum OF
three thousand dollars. conditioned for the
Ialthiul performance OF his duties,
ARTICLE ".
Sec. 1. POWERS OF DIRECTORS,
First: to authorize the president and secretary
to call meetings Of stockholders when they
deem necessary, giving notice thereof in the
manner hereinbefore provided; and they shall
call meetings of the stockholders at any time
upon the written request of stockholders rep
resenting at least onefourth of the subscribed
capital stock. Second: o make rules and regu-
lations not inconsistent with the laws of the
state OF South Dakota, or the bylaw of the
company, for tho guidance Of the officers and
management of the affairs of the company.
Third: TO declare dividends out Of the surplus
profits whenever they shall deem it expedient.
Fourth: TO incur such indebtedness as they
may deem necessary, and to authorize the pres
ldent and secretary to execute notes or bonds
ness; provided. however, that no aggregated in
debtedness at any time be incurred by the COM
pany In excese of 100000. The intention
thereof being, that no indebtedness shall be con-
tracted for or on behalf Of the company except
that incurred In the payment of freights or ad-
yances upon purchases on account Of merchan-
disc bought by and delivered to the company.
SEC. 2. DUTIES OF DIRECTORS DEFINED.
1t shall be the duty OF the board OF directors,
First: 10 cause to be kept q complete record Of
their meetings and acts. and also Of the proceed
ings or the stockholders. and also to present q
iull statement at the regular annual meeting Of
the stockholders, showing in detail the assets
and liabilities OF the company, and generally
the condition of its affairs, which statement
shall be printed and mailed or delivered by the
secretary to each stakeholder. A similar state
ment shall be presented at any other meeting Of
the stockholders when requested by persons
representing at least onefourtho OF 1.-THE subscribed
capital stock. Second: To supervise all acts OF
the officers and employees; require the secretary
an0 Fro I11Ya 1n Eaan full "a md E o01l,~A - ~SI
and accounts, and to prescribe the form and
mode OF keeping such books. Third: To cause
to be iseued to the stockholders, in proportion
not to exceed, In the aggregate, the capital stock
OF said company; provided that no one stock
holder shall own or control to exceed twenty
shares OF said stock.
SEC. 3. W OF DIRECTORS TO REMOVE OFF
GERS, AND REQUIREMENTS OF EMPLOYEES.
The board of directors shall have power to
remove any officer or employee of this company
from such office or employment on account OF
1ncompetency, inefticiency or wilful neglect or
misconduct. immoral conduct, or other just
causes; and no employee Of this company now
employed, or hereafter to be employed, shall be
permitted to engage in the service of the COM
pany until he has first signed a contract releas-
stakeholder of the company from the payment
OF bis claim for such service or employment.
ARTICLE v.
SEC. 1. PAY OF DIRECTORS.
The members of the board Of directors shall
each receive for their compensation the sum of
two dollars each day actually engaged at any OF
the regular or special meetings OF the company;
and mileage at the rate OF five cents per mile for
each mile actually Travelled by the nearest Gus
tomary route coming to and going from such
meetings..
Sec. 2. SALARIES OF OFFICERS AND EMPLOY
EEs.
The president, secretary, general manaRer or
superintendent. and the other employees OF the
company shall receive such compensation for
their services as the board of directors shall de-
termine; provided, however. that to fix such
salary or,compensation shall require amajority
vote OF al the members of tho board Of direct
OrS.
ARTICLE vi.
CONTRACTS OF OFFICIALS.
company shall be valid without the previous
authorization or subsequent ratification Of the
board OF directors.
ARTICLE VII.
CERTIFICATES OF STOCK.
Certificates of stock shall be Of such form and
device az the board of directors may direct; and
such certificate shall be signed by the president
and secretary (and in casa Of the absense of the
president, by the vice-president) with the seal
OF the company affixed; and said certificates
OF issuance, number of shares for which, and The
person to whom issued. Several shares NAV
be issued to the same person or persons, pro
vided that, in the aggregate. they do not exceed
or persons; and provided further, that no per-
son shall have issued to him or her nor be the
owner Of to exceed twenty shares at any one
time.
Tho certificate book shall contain a margin
on which shall be entered the plumber, date,
number of shares, and name or names of the
person OF persons, expressed In the correspon-
ding certificates.
ARTICLE VIII.
HOW TO TRANSFER STOCK.
time by the holder or holders thereof, or BY
attorney legally constituted. or legal represent
alive. to any other member OF this company;
but no such transfer shall be valid except be.
entered upon the books of the company as to
show the names OF the parties, by and to whom
transferred. the number and designation OF the
shares, and the date Of the transfer.
Before any such transfer shall be entercdupon
the books Of the company the certificate of
stock so transferred shall be surrendered and
cancelled and q new certificate shall be issued
in lieu thereof. Compiled laws, Sec. 2915.)
The transfer Of any shares of stock shall not
be valid upon which any portion Of the amount
is unpaid, or the holder OF which is
indebted to the company on any account what
ARTICLE TX.
BOOKS OPEN TO INSPECTION.
The books and papers In the Office Of tho Sec
rotary and treasurer, or other officers Of the
company. shall be open to inspection ~ pro-
vided by law.
ARTICLE z.
SEAL.
The seal Of the company shall be circular in
shape, and shall have inscribed upon the outer
ring Of the circle the words: Black Hills Cooper
alive Co., South Dakota, and upon the inner
ring the word: 'seal."