Bisbee daily review., 1903-07-17

property ana unuerldklnS Ol tue CULT 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- 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 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 Mil lion (s5,000,000) Dollars. divided into Five Hundred Thousand (5O0,000 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- Irectors may determine. and when is- sued shall be fully paid and shall be nor-assessable
 ARTICLE VII.
 The maximum amount 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 (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 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 a Board of Directors consisting of five (5) persons. which number may be increased at the will oi the stockholders to any uneven mum 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 and qualified. Provided, however, that until the annual meeting hereinafter provided for. next succeeding the filins of these Articles of Incorporation, tlt 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 tho officers of the company. to serve unti their successors are duly elected ant qualified. the same as though said di rectors had been elected at a regular annual meeting. as hereinafter pro yided.
 | ARTICLE
 The annual meeting of the stockhold ers referred to in Article TX shall bt held on the first Tuccday in April ol each year. at such place, either within U the Board of Directors shall select Notice in writing of the time and place of such meeting shall be mailed to thu . last known address of each stock holder at least fifteen 15) days before the time of such meet and cop of such notice shall be published in !
 newspaper of general circulation in tn County of Cochise, Territory of Ar . Zona, in at least two issues of sai' paper. Called or extraordinary meet ings of the stockholders may be or f dered and convened at any time by tn president when thereunto authorize , by a majority --ote of the Board of Di 7 rectors. and the same shall be ordere - and convened without such authorize :. tion upon petition of at least one-thir of the stock actually issued and ou l. standing. Like notice in writing c p the time and place of such extraol dinary meeting shall be given as in th 9 case of the annual meeting.
 r ARTICLE xI.
 : At all meetings of the stockholders . representation of a majority Of tn q capital stock which may be actual V Issued and outstanding shall constitut r a quorum for the transaction of bus !. ness.
 Q ARTICLE XII.
 l. The officers of this corporation sha r be a president, vice president trea r. urer and secretary, who shall he cleo fl ed annually from among the director il by majority vote thereof, at mee . ing held immediately after the annu D. meeting of the stockholders. The vic IT president and treasurer may be or r. and the same person. A majority ,s said directors shall constitute qn f rum, and any meeting of the director ts at which a quorum shall be presel r. shall be a legal meeting The pre-: n dent shall be the executive officer tv lthe corporation, and shall sign all co r. lveyances, checks, contracts and oth' ss instruments. Provided. however, tn to ialI such instruments executed by u
 president shall, before they shall ,o valid and binding uDon this corpor - ton. be countersigned by the seer a. tary. or, in his absence or inability . act, the treasurer. Any officer of Il ,v corporation may be removed at al .i. time by a majority vote of the Boa n- of Directors and the vacancy therei f, created may be immediately filled by If like vote.
 ,L ARTICLE XIII. or Any and all vacancies that may ( he cur in the Board of Directors shall