Bisbee daily review., 1903-07-16

or the whole or part or the DuSlneSs, property and undertaking of the com pany, or connected with any other ti ansaction, and to distribute any such consideration among the members of the company, in specie, or in any such share. stock and obligations in any company, association or society; to borrow money for any purpose of the company, and for the purpose of se- curing the same or otherwise, to mortgage or charge all or any part of the property of the company, and to create. make. draw, accept and issue. debentures, stocks and bills of ex- change, promissory notes or other obli- gation or negotiable securities; to in vest, lend and deal with the moneys of the company not immediately required, upon such securities. and in such manner as may be from time to time determined by 75 per cent vote of the stock Issued and outstanding; to sell, alienate or otherwise dispose of the entire property and holdings of the corporation when thereunto authorized by vote of at least two-thirds of the capital stock of the company actually issued and outstanding.
 ARTICLE VI.
 The amount of the capital stock au- thorized, ard the time and conditions upon which it is to be paid, are as fol- lows: The amount of capital stock of this corporation shall be Five Mil | lion (S5.000. .000) Dollars, divided into Five Hundred Thousand (500.00 shares of the par value of Ten Dollars | (S10 each. and the same shall be issued when paid for in money. ser | xI M rectors may determine. and when is- sued shall be fully paid and shall be non-assessable
 ARTICLE VII.
 | The maximum amOp1t of indebted ness or liabilities of any kind which this corporation shall be authorized 70 incur at any time is the sum of Five Hundred Thousand Cs50o. .0o0) Dollars. which indebtedness may be idcurred at the discretion of the Board of Direct ors, by issuing bonds or other negotia- ble securities or instruments.
 ARTICLE VIII.
 ! Private property of the stockholders of this corporation shall always be ex- eDDt from the debts of the corpora itiUn-
 ARTICLE TX.
 The affairs of this corporation shall be conducted by Board of Directors consisting of five C5) persons. which number may be increased at the will of l the stockholders to any uneven num- 1 Der not exceeding eleven CID. Such directors shall oe elected at the regu- lar annual meeting of the stockholders | of the corporation, and they shall hold office until their successors are elected t.r r,d nI until the annual meeting hereinafter i provided for. next succeeding the filing of these Articles of incorporation. the following named persons shah be and constitute the directors of this corpor- ation: Robert Mitchell. J. P. Tag gart. T. H. Collins. E. J. Parkinson and C. J. Wheeler. Said directors shall have the power of elect1ng the officers of the company. to serve until their successors are duly elected and qualified. the same as though said di- rectors had been elected at a regular annual meeting, as hereinafter pro- vided-
 ARTICLE X.
 The annual meeting of the stockhold- CTS referred to in Article TX shall be held on the first Tuesday in April of each year. at such place, either within or without the Territory of Arizona, as the Board of Directors shall select Notice in writing of the time and place of such meeting shall be mailed to the last known address of each stock holder at least fifteen t15) days before | the time of such meetir~ and copy of such notice shall be published in a newspaper of general circulation in the County of Cochise, Territory of Ari- zona, in at least two issues of said paper. Called or extraordinary meet ings of the stockholders may be or dered and convened at any time by the president when thereunto authorized by a majority vote of the Board Of Di- rectors, and the same shall be ordered and convened without such authoriza- tion upon petition of at least one-third of the stock actually issued and out standing. Like notice in writing or the time and place of such extraor- dinary meeting shall be given as in the case of the annual meeting.
 ARTICLE xl.
 At all meetings of the stockholders a representation of a majority of the capital stock which may be actually Issued and outstanding shall constitute a quorum for the transaction of busi- lness.
 ARTICLE XII.
 The officers of this corporation shall be a president, vice president treas urer and secretary, who shall he elect ed annually from among the directors Iby a majority vote thereof, at meet. ing held immediately after the annual meeting of the stockholders. The vice president and treasurer may be one and the same person. A majority of said directors shall constitute quo rum, and any meeting of the directors at which a quorum shall be present shall be a legal meeting. The presi dent shall be the executive officer of lthe corporation. and shall sign all con veyances, checks, contracts and other instruments. Provided, however, that , lall such instruments executed by the president shall, before they shall be , valid and binding uDon this corpora tion. be countersigned by the secre tary. or, in his absence or inability tC act, the treasurer. Any officer of the corporation may be removed at any time by a majority vote of the Board of Directors and the vacancy thereby lcreated may be immediately filled by | like vote.
 ARTICLE XII.