Holbrook argus., 1901-02-16
FOURTH.

FOURTH.
The time of the commencement of said
corporation shall be the date of the filing of
these Articles of Incorporation in the Office
of the County Recorder of the County of
time of the termination therof shall be
twenty-five years from and after the date of
such filing.
FIFTH.
SECTION l: The officers by whom the af-
fairsrof said Company to be conducted
are and shall be nine directors, who shall be
annually elected upon the fourth Monday of
january; provided that the date of such
nual election may be changed from time to
time by bylaw of said Company. There
treasurer, general manager and q secre-
tary of said Company, and such other Off
GERS as may be provided for by bylaw, all
! of whom shall be elected appointed in
such manner, and at such times. and for
such terms as the bylaws may prescribe
! from the time of their election and until
their successors shall be elected and quail
| fed. Vacancies in the Board of Directors
shall be filled by appointment by the Board.
| Any person SO appointed to fill vacancy in
the Board of Directors shall hold office until
the next annual election and until his sue
cessor shall be elected and qualified No
person shall be director who shall not be
at the time of his election or appointment
the holder of one more shares of the
capital stock.
SEC: Q. All elections of directors shall be
| by ballot, and every stoclIholder shall have a
right to vote in person or by proxy the
number of shares standing in his name on
the books of said Company, for as many per
sons there are directors TO be elected, or
to curhulate said shares and give one can
didate as many votes as shall equal thu num-
Der of directors multiplied by the number
of his shares of stock or to distribute them
on the same principle among as many can
didates as he shall see fit. The persons re-
ceiving the highest number of votes shah be
deemed elected directors.
SEC. 8. The following named persons are
Company to-wit: A. ii. Frost, G. Il. Rippey, @
Philip Morse George II. Ballou, George q.
HoIcomb, Vernon G. Matthew's, James c.
May, Ernest Riall and Clarence Wood. Said
directors hereby appo nted shall hold office
until the annual election to be held on the
fourth Monday in January. 1902 and until
their successors are elected and qualified.
Said above named persons hereby appointed
directors are not ineligible as such because
stock of said Company at the time of their
appointment as such directors; but each of
said directors so appointed shall become
the holder of one or more shares of said
capital stock within sixty days from the
date of these Articles of incorporation, or
tor Whenever, after said sixty days, his de-
fault continuing, the Board of Directors
shall declare his place vacant for such de-
fault.
SEC. 4. The assent of tockkolders repre-
senting a majority of the issued and out
standing shares of the capital stock, given at
any meeting of the stockholders, regular or
special, or the written assent Of the holders
of two-thirds of the issued and outstanding
shares of the capital stock wheresoever
repeal bylaws, or to adopt, amend or repeal
rules regulations for the management OF
the affairs of said Company.
SEC. 5. The Board of Directors at any
meeting, regular special. may adopt,
amend or repeal bylaws providing for the
! time, place and manner of holding, calling
and conducting annual, regular and special
meetings of the stockholders and of the
Board of Directors the number of stock
hoiders or directors constisating quorum,
the mode of voting by proxy at stockhold-
ers' meetings. the time of the annual cleo
l%s- IL,
of giving notice thereof, the compensation
and duties of officers the manner of election
and the terms of Office of all officers other
than the directors, the transfer of the stock
OF said Company, and all such other bylaws
and rules and regulations for the govern
n1ent of said Company and the Board of Di-
rectors thereof, the transaction OF the bust
ness of said Company and the management
of its affairs, as might or could be adopted,
amended or repealed by the stockholders of
| said Company; provided that the stock
holders. by resolution passed at any stock
holders meeting may amend or repeal any
bylaw, or any such rule or regulation, which
may have been adopted by the Board of Di-
rectors, and may revoke in whole or in part
or abridge the authority herein conferred
on the Board of Directors to adopt. amend
or repeal bylaws, and having revoked Or
abridged such authority may again confer
the same by similar resolution. and may in
like manner revoke or abridge reconfer'
such authority from time to time
SEC. 6, The holders of two-thirds of the
issued and outstanding shares of the capital
stock of said Company shall have power to
sell, assign, transfer and convey. or lease or
otherwise dispose of all its property, to
cause the Board of Directors SO to do, that
is to say, the Board of Directors shall have
power and it sheIl be their duty, when only
they are SO authorized and directed by the
holders of two-thirds of the issued and out
standing shares of the capital stock of said
Company, evidenced by the duly authenti-
Gated vote of said stockholders at a stock
holders meeting, or by the written assent or
direction of such stockholders, wherever or
however given, to sell. assign, transfer and
convey, or lease or otherwise dispose of all
and singular the estate, assets, effects, lands
franchises and real and personal property
and rights of whatsoever nature or descrip-
ton, and wheresoever situate. of or belong
ing to said Company, or which may be or be-
come the property thereof, or to the possess
sion, use or control of watch said Company
may be or become entitled, to any person or
persons, or to any other corporation or cor
porations. wheresoever Incorporated or
hereafter to be Incorporated, for such con-
siderat7Ou consider ations rents as
such wo-thirds of the stockholders may de-
termine upon. whether in money or shares
of stock or other obligation obligations
of any other corporation or corporations, or
other property and whether by way of con-
solidation with any 9th corporation or
corporations otherwise
SECTION 1. That the highest amount of in
debtedness or liability direct or contin-