Bisbee daily review., 1903-07-15

of the whole or part of the business, property and undertaking of the com pany, or connected with any other transaction, 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- | culing the same or otherwise, to mortgage or charge all or any part of the property of the company, and to lcreate, 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 a 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 Mill lion (s5,000 000) Dollars. divided into Five Hundred Thousand $500 .00O) shares of the par value of Ten Dollars (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 70 incur at any time is the sum of Five Hundred Thousand (s500 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 VIlI.
 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 a 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 CID. Such directors shall oe elected at the regu- lar annual meeting of the stockholders of the corporation, and they shall hold hnfr nd 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 qualified. the same as though said di rectors had beer elected at a regular annual meeting, as hereinafter pro vided.
 ARTIcLEx.
 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 (15) days before the time of such meetir~ and a copy of such notice shall be published in g 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 th' 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 ton upon petition of at least one-thir' of the stock actually issued and out standing Like notice in writing O 3 the time and place of such extraor . dinary meeting shall be given as in th' ? case of the annual meeting.
 r ARTICLE xI.
 $ At all meetings of the stockholders : representation of a majority of tn ) capital stock which may be actuall. ' issued and outstanding shall constitut, r a quorum for the transdclloA Ol OuSi |. ness.
 2 ARTICLE XII.
 l. The officers of this corporation shal r be a president, vice president treai .- urer and secretary, who shall be cleo t ed annually from among the director il by a majority vote thereof, at mee Q ing held immediately after the annus B. meeting Of the stockholders. The vic r president and treasurer may be on r. and the same person. A majority s said directors shall constitute qu' [ rum, and any meeting of the director s at which a quorum shall be preser .. shall be a legal meeting. The pres II dent shall be the executive officer " the corporation, and shall sign all COT r. lveyances, checks, contracts and othe IS instruments Provided, however, ths 10 all such instruments executed by ID
 president shall. before they shall | In valid and binding uuon this corpor' r. tion. be countersigned by the seer A. tary. or, in his absence or inability . act. the treasurer. Any officer of tn v corporation may be removed at an .i- time by a majority vote of the Boal n- lof Directors and the vacancy theret |, created may be immediately filled by ct like vote.
 .b ARTICLE XII. or Any and all vacancies that may c