The Black Hills union. [volume] (Rapid City, Pennington County, Dakota [S.D.]) 1889-1904, 1895-04-05

eno apProval OF the directors i'll the sum of
tnree thousand dollars. conditioned for the
faithful performance of his duties.
ARTICLE ".
SEC. /. POWERS OF DIRECTORS.
The board of directors shall have nover.
rlrsS: 70 ausnorlze the president and secretary
20 Call meetings OF stockholders when they
oeem necessary, giving notice thereof in the
manner hereinbefore provided; and they shall
call meetings OF the stockholders at any time
resentlng at least One-fourth OF the subscribed
capital stock. Second:To make rules and reyu.
la5lons not inconsistent with the laws OF the
company, for the guidance Of the officers and
management of the affairs Of the company.
Third: To declare dividends out of the surplus
Rronts whenever they shall deem it expedient.
Fourth: 10 incur such indebtedness as they
may deem necessary, and to authorize the pres
ldent and secretary to execute notes or bonds
III as the name OF the company, for such indebted
ness; provided, however, that no AGGREGATED in
debtedness at any time be incurred BY the COM
pany in excese of %S1,OOO.OO. The intention
Thereon being, that no indebtedness shall be con-
ts Tor or on behalf OF the company except
tnat incurred IN the payment of freights or adj
varces upon purchases on account of merchau-
disc bought by and delivered to the company.
eDc. 2. DUTIES OF DIRECTORS DEFINED.
It shall be the duty OF the board Of directors.
First: 10 cause to be kept a complete record OF
their meetings and acts, and also of the proceed
1ngs OF the STOCKHOLDERS and also to present a
full statement at the regular annual meeting of
the stockholders, showing in detail the assets
and liabilities OF the company, and generally
the condition of it's affairs, which statement
shall be printed and mailed or delivered by the
secretary to each stakeholder. A similar sta,e.
ment shall be presented at any other meeting of
the Stock-hOlders when requested by persons
representing at least one-fourth of the subscribed
capital stock. Second: To supervise all acts OF
the officers and employees; require the secretary
and treasurer to keep full and accurate books
and accounts, and to prescribe the form and
mode Of keeping such books. Third: To cause
to be iseued to the stockholders, in proportion
to their several interests, certificates of stock,
not to exceed, i'll 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. POWER 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 Otlce or employment on account of
incompetency, ineffciency or wilful neglect or
misconduct. immoral conduct, or other lust
cause; and no employee of this company now
employed, or hereafter to be employed. shall he
permitted to engage in the service of the com
pany until he has first signed q contract releHs-
ing the individual aud joint liability OF the Other
stock-holders OF the company from the payment
of his claim for such service or employment.
ARTICLE v.
SEC. l. 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 comp NV:
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. sALAR1Es OF OFFICERS AND EMPLOY.
EEs.
The president. secretary, general manager or
superintendent. and the other employees Of the
company shall receive such compensation for
their services as the board OF directors IA Ill de
termine; provided, however. that to fix slcl.
salary orcompensation shall require amajori,v
vote of al The members OF the board OF direct
ors.
ARTICLE VI.
CONTRACTS OF OFFICIALS.
No contract by any officer or employee of the
company shall De 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 as the boa d of directors may direct: and
such certificate shall be signed by the president
and secretary land in case Of the ahsense of the
president, by the vice president) with the SAL!
of the company affixed; and said certificates
shall express on their face their number, date
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
the number OF shares belonging to such person
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.
The certificate book shall contain a margin
on which shall be entered the rumber. date.
number Of shares, and name or names of the
person or persons, expressed In the correspou-
ding certificates.
ARTICLE VIII.
HOW TO TRANSFER STOCK.
Shares Of stock may be transferred at any
time by the holder or holders thereof, or by
attorney legally constituted. or legal represent
alive, to any otler member Of this company;
but no such transfer shall be valid except be
tween the parties thereto, until the same is SO
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 entered upon
the books Of the company the certificate OF
stock SO transferred Shall be surrendered and
cancelled and a rev certificate shall be issued
in lieu thereof. Compiled laws. Sec. 2J15D
The trans er OF any shares Of stock shall not
be valid upon which any portion OF the amount
subscribed is unpaid, or the holder OF which is
indebted to the company on any account what
ever.
ARTICLE TX.
BOOKS OPEN TO INSPECTION.
The books anc papers in the office of the sec.
rotary and treasurer, or other officers of the
company, shall be open to inspection as pro
vided by. law.
ARTICLE X.
CORPORATE SEAL.
The seal of tie company shall be circular in
shape. and shall have inscribed upon the outer
ring Of thecircle the words: "Black Hills Cooper
ative Co.. South Dakota, ami upon the inner
ring the word: ''Seal."
ARTICLE XII,
TO BYLAWS.
E# Frhas u, NV Ia NC ,,,r ~ -, .~l~
or new bylaws may be adopted. at any annual
meeting, Or at any other meeting of the stock.