Bisbee daily review., 1903-07-11

of the whole or part of the business, property and undertaking of the com pany, or connected with any other 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- cul ing 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 ard 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 Mill lion (S5.000,00 Dollars. divided into Five Hundred Thousand (500,OO0) shares of the par value of Ten Dollars 1 (s10) each, and the same shall be issued when paid for in money, ser vices or property. as the Board of Di- rectors may determine, and when is sued shall be fully paid and shall be non-assessable.
 ARTICLE VII.
 The maximum amount of indebted ness or liabilities of any kind which this corporation shall be author ized to incur at any time is the sum of Five Hundred Thousand ($500. .000) Dollars, which indebtedness may be incurred 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- empt from the debts of the corpora tion.
 ARTICLE TX.
 The affairs of this corporation shall be conducted by Board of Directors consisting of five (5) persons. which number may be increased at the will of the stockholders to any uneven num- Der not exceeding eleven (1D. Such directors shall De elected at the regu- lar annual meeting of the stockholders of the corporation, and they shall hold office until their successors are elected and qualified. Provided, however, that until the annual meeting hereinafter provided for, next succeeding the filing of these Articles of Incorporation. the following named persons shall 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 electing the officers of the company. to serve until their successors are duly elected and l qualified. the same as though said di- rectors had beer elected at a regular Iannual meeting, as hereinafter pro vided.
 ARTICLE K.
 | The annual meeting of the st0ckhold- CTS referred to in Article TX shall be held on the first Tuesday in April of each year. at such place, either within CT 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 (15) 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 tpaper. Called or extraordinary meet lings of the stockholders may be or dered and convened at any time by the president when thereunto authorized by majority vote of the Board of Di Irectors. and the same shall be ordered and convened without such authoriza
 ton upon petition of at least one-thirc icf the stock actually issued and out standing. Like notice in writing ol l, the time and place of such extraor dinary meeting shall be given as in thf case of the annual meeting
 ARTICLE xi. At all meetings of the stockholders
 representation of a majority Of th' , capital stock which may be actuall, [ Issued and outstanding shall constitute
 quorum for the transaction Of busi . mess.
 ARTICLE Xii.
 The officers of this corporation shai r be a president, vice president treas urer and secretary, who shall be elec' | ed annually from among the director l by a majority vote thereof, at a meet ? ing held immediately after the annua meeting of the stockholders. The Vic' r president and treasurer may be on : and the same person. A majority Q s said directors shall constitute qeo ]. rum, and any meeting of the director s at which a quorum shall be preseh :: shall be a legal meeting The pres I dent shall be the executive officer c ' the corporation, and shall. sign all COT -- lveyanees. checks, contracts and othe s instruments. Provided, however, tna 0 an such instruments executed py tn ipresident shall, before they shall o lvalfd and binding uDon this corpora F tion be countersigned by the seer l. tary. or. in his absence or inablhty ]. iact. the treasurer. Any officer Of tn 1 be ppmOV0d at an