Holbrook argus. (Holbrook, Ariz.) 1900-1913, 1901-02-09
FOURTH.

The time of the commencement of said
corporation shall be the date of the filing of
these Articles of Incorporation i'm the Office
of the County Recorder of the County of
Navajo, in the Territory of Arizona and the
time of the termination Thereof shall be
twenty-five years from and after the date of
such filing.
FIFTH.
SECTION 1. The officers by whom the af-
fairs OF said Company. are 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. an
nual election may be changed from time, to
time by bylaw of said Company. There
shall also be president a vice-president.
treasurer, general manager and secre-
GERS as may be provided for by bylaw. all
of whom shall be elected or appointed in
such manner, and at such times, and for
such terms as the bylaws may prescribe
The directors shall hold Office for one year
from the time of their election and dlntil
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 shalEhOld cffce until
the next annual election and until his Sue
cessor shall be elected and qualified. No
person shall be a director who shall not be
at the time of his election appointment
the holder of one or more shares of the
capital stock
SEC. 2. All elections of directors shall he
by ballot, and every stocl1holder shall have a
right to vote in person or by proxy the
number of shares standing in his name on
sons as there are directors to be elected, or
to cumulate said shares and, give one cam
didate many votes shall equal th- num-
ber of directors multiplied by the number
of hisshaPes of stock, or to distribute them
on the same principle among as many can
ddates as he shall see fit. The persons re-
ceiving the highest number, of votes shall be
deemed elected directors.
SEC. 3. The following named persons are
thereby appointed and are directors of said
Company. to-wit: A. H. Frost. G. H. Rippey,
Philip Morse George H: Ballou, George Y.
May, Ernest Rail and Clarence Wood. Said
directors hereby appo nted shall hold office
until the annual election to be held on the
their successors are elected and qualified.
Said above named persons hereby appointed
directors are not ineligible as such becaase
of not holding any shares of the capital
stock of said Company at the time of their
appointment as such directors; but each of
the holder of one or more shares of said
capital stock within sixty days from the
date of these Articles of incorporation, or
in default thereof shall cease to he IA direc-
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 stockholders repre-
sentiug a majority of the issued and out
any meeting of the stockholders, regular or
special, or the written assent Of the holders
of two-thirds of theissued and outstanding
shares of the capital stock wheresOever
given shall be cffectual TO adopt, amend or
repeal bylaws, or to adopt. amend or repeal
rules or regulations for the management of
the affairs of said Company.
SEC.'5 5. The Board of Directors at any
meeting, regular or special. may adopt,
amend % fnc @ bSaws p 2rISydding SoIdng foa the
and conducting annual regular and special
meetings of the stockholders and of the
Board of Directors, the number of stock
holders or directors constituting quorum,
l.the mode of voting by proxy at stoclfhold-
.ers' meetings. the time of the annual eiec-
IL fl,a
of giving notice thereof, the compensation
and duties ofofficers. 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 aud regulationszfor, the govern m
ment of said Company and tke Board of Di-
rectors thereof the TRANSACTION of the busi-
ness of said Company and the management
of its affairs, as might or could be adopted.
amended or repealed by the It 'cl1holdeTs of
said Company; provided, that the stock
holders. by resolution passed. at any stock
hVrIaw or any such rule or rernlation' which
may have been adopted by the Board of Di-
reetorS and may revoke IN whole or in part
or abiidge the authority hsrein conferred
| ON the Board of Directors to adopt amend
or repeal bylaws. and having revoked Or
abridged siIch authority may again confer
! the same by similar resolution, and may in
| like manner revoke or -abridge or 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, assig n, 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 Roard Of Directors shall have
power and it sh III be their daty, when only
! they authorized and directed by the
/ holders of two-thirds of TIL 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 aud wheresoever situate. OF or belons-
/ ing to said Conpa1y, or which may be Or be-
come the property thereof or to the posses
/ sion use or control of which said Company
may be or become entitled, to any person or
persons. or to any other corporation cor
porations. wheresoeyer Incorporated or
hereafter to be Incorporated. for such con-
sideration consider ratiols rents as
suoh two-thirds Of the. stockholders may de-
termine ur or. Whether in money OR shares
of stock other ob,ieation or obligations
of any other corporation or corporations. or
other property, and whether by way of con-
solidation with any 9th corporation or
corporations or otherwise.
SIXTH.
/ SECTION 1. That the highest amount of in
dohtpdrSSS Ii:.hiI;tV Iiraef or