The Arizona sentinel., 1902-03-12

ARTiCiES or INCORPORATION
 OF THE
 New Calumet -HeGIa Copper Company Know All Men by These Presents: That we, the undersigned, D. F. Platner, w. F. Russell, John c. Young. H. B. Joyce and H. L. Branthav- CT all being citizens Of the United States of America. have voluntarily associated ourselves together for the purpose of forming corpora tiOn under the laws of the Territory of Arizona, and we hereby certify:
 FIRST.
 That the name of the said corporation shall be the New Calumet-Hecla Copper Company,
 SECOND.
 That its principal place Of transacting busi- ness shall be Yuma, Yuma County, Territory of Arizona.
 Provided that general and special meetings of the board of directors and of the stockholders of said corporation may be held at any branch office within or outside of said territory at the times, in the manner and as provided by the bylaws. and all acts and proceedings of the board of directors or stockholders at any such meeting at any branch office shall be valid and binding as if transacted Ut said principal office.
 THIRD.
 That the general nature of the business to be transacted is: To locate. relocate, purchase, lease hold develop. sell, mortgage, and other wise acquire hypothccate, and dispose Of mines and mineral lands mill sites timber and timber lands, electric light, and power. water and Wa ter rights, ditches and other aqueducts. and Wa lno from its principal works to existing highways, rail roads or navigable streams; franchises, machin- cry apparatus, stamp mills, smelters, renneries and processes and to maintain. use and operate the same, for mining, extracting, milling, re- ducing, refining and otherwise treating, ship ping. handling and otherwise disposing of ores, for the recovery of gold silver copper and other precious and base metals; also other real and personal property; and to mine. extract reduce, smelt, refine, and otherwise treat ship and han dle ores for the purposes aforesaid for itself or for custom, for profit and to deal in merchandise. To create indebtedness and execute its prom issory notes bonds and other evidences of in- debtedness, and to secure the payment thereof, and to pay the same in capital stock of said cor poration, money or other property, or otherwise: provided that the highest amount of ortstand- ing indebtedness and liability, direct and con tingent. duo and to become due, shall not at any one time, exceed in the aggregate, the sum of fifty thousand (S5O,OOO) dollars;
 And to do and perform any and all things nee essary or proper to be done for the purposes aforesaid-all, whenever and wherever deemed advisable by the board of directors of said cor poration within said territory and elsewhere within said United States.
 FOURTH.
 That said corporation is formed to endure for the period of twenty-five Co5) years from the time of filing these articles of incorporation in the office of the secretary of said territory of Arizona. said time being the date of its com mencement of business.
 FIFTH.
 That the amount of capital stock of said cor poration shall be five hundred thousand (S500.- O0Ol dollars, divided into five hundred thousand shares of the par value of one (sD dollar each That all capital stock of this corporation shall be forever non-aSsesSabic for any purpose whatever. and no stockholder shall be indivdu- ally or personally liable for any portion of any debt or liability of said corporation, except to the amount of any unpaid installment on capi:a stock owned by him. nor where his capital stock shall have been issued as full paid
 That nc capital stock shall ever be divided among stockholders as dividends, nor shall any portion thereof ever be paid out, sold. issued, hypothccated, or otherwise disposed of, except for labor or services actually performed or for money or other property actually received.
 SIXTH.
 That the corporate powers. business and prop erty of said corporation shall be exercised. con- ducted and controlled by board of five (5) di- rectOrs, subject to and provided by the by laws.
 SEVENTH.
 That the directors shall be elected annually by the stockholders, at the times. in the man. ner and as may be provided by the bylaws. At all elections of directors the cumulative system of voting may be adopted when so provided by the bylaws. Directors must own on the books of the corporation such number of shares Of said capital stock as may be required by the by laws; provided, that the names and residences | of those who are to serve as directors for the | first year and until their successors shall have been duly elected and qualified ns provided by the bylaws arc: D. F. Platncr. San Francisco Cal. W. F. Russell, San Francisco, Cal. John c. Young Berkeley, Cal. H. b. Joyce, Seattle, Washington. H. l.. Branthnver, Berkeley, Cal,
 That the term of office of all elected directors shall be one year. unless removed by vote of the owners on the books of the corporation of at | least two-thirds of all the subscribed capital | stock at a meeting held for the purpose of re- mOval of such director.
 EIGHTH That the officers O; said corporation shall be | a president vice-preSident, general manager | secretary, and treasury or depository or both, | and they shall be chosen by the board of direc- | tors. The president and vice president shall be | chosen from among the directors
 NINTH.
 That the powers, duties and compensation of | all officers. agents and employees of the corpora ton shall be such as may be provided by the by laws; provided, that no director shall be al- lowed any compensation for his services as such | director
 TENTH
 That bylaws for the government of this cor poration and of its board of directors and stock holders may be adopted and from time to time amended or repealed, by the written consent of | stockholders owning On the books of said corpo- ration at least two-thirds of all the subscribed capital stock of said corporation
 ELEVENTH.
 That the said corporation shall not he dis solved prior to the period fixed upon in these ar ticles except by vote of stockholders owning on the books of the corporation at least three fourths of the entire subscribed capital stock of said corporation. loGrr
 In witness whereof the said incorporators have hcreunto set their hands and seals this l4th day