Arizona republican., 1906-01-23

the laws of Arizona upon corporations formed under the act hereinafter referred to; it being hereby expressly provided tha tthe foregoing enumeration of speci- fic powers shall not be held to limit or re- strict in any manner the general powers
 Third: The company shall be author ized to issl1e capital stock to the extent into eight hundred thousand (S0O. .000) shares of the par value of five dollars
 The company may issue it's capital stock in consideration of cash, servrces or property, and the Judgment of the direct ors of the company shall be conclusive as to the value if any services or prop erty for which the stock of the company
 Fourth; The time when the company snail commence business shall be the first the termination thereof shall be the first day of December. 1930
 Fifth: The number of directors shall pc seven, each Of whom shall be the owner and registered holder of at least ten shares of the stock of the company
 The date of the annual meeting shall be the first day of December in each and every year of the existence of tf.-. com pany and such annual meeting shall be held either at the principal office of the company in the Territory of Arizona or at the office of the company in the city Of Boston. State of Massachusetts. or the city of New York, State of New York, as may be designated in and by the pY-Iaws
 At any and all meetings of the stock holders, each stOckhOlder shall be en- titled to cast, either by proxy or in per son. one vote Tor each share o= stock registered and standing in his name at the time that the transfer books of the company shall be closed next preceding such meeting
 Sixth: The highest amount of indebt- edness or liability which may be at any time incurred by the company and for which it may be liable shall not exceed the sum of two million five hundred thousand dollars (S2.5O .OOO).
 Seventh: The private property or the officers. directors and stockholders of the and all liability whatsoever for corporate debts, nor shall any of the ofticviR. di- rectors or stockholders of the company be personally responsible or liable for any act or indebt c1sss or liability of the company.
 Eighth In furtherance and not In linn itation of the powers conferred by stat ute, the board of directors are expressly
 l. To hold their meetings at one or more offices and to keep the books of the company within or without the Territory from time to time designated by them.
 2 To determine from time to time whether and if allowed when, and under what conditions and regulations the ac- counts and books of the company, or any Of the stockholders, and the stockholders rights in this respect are and shall be restricted or limited accordingly.
 3. To make, alter. amend and rescind, the bylaws of this company, fix the amount to be reserved as working capi- tai. authorize and cause to be executed mortgages and liens upon the real and property of the company, pro vided always that a majority or the whole board concur therein.
 4. To sell, assign, transfer or otherwise dispose of the property of the company majority of the whole board concur therein.
 ,. By a resolution. passed by a ma jOrity of the vote of the whole board, under suitable provision of the bylaws. Der to constitute an executive committee, which committee shall for the time being, as provided m said resolution or m the bylaws, have and eXerc4se all the powers of the board of directors which may be lawfully delegated in the management of the business and aanirs or the company, and shall have power to authorize the seal of the company to be affixed to all papers which may require it. The com pany may use and apply it's surplus earn ings or accumulated profits authorized by law to be reserved to the purchase. or acquisition of property and 10 the pur- chase or acquisition of it's own capital stock from time to time to such extent as the board of directors shall determine; and neither the property nor the capital stock so purchased or acquired nor any of its capital stock taken in payment or satisfaction of any deDt due to the shall be regarded as profits for the purpose Of declaration or payment or dividend unless otherwise determined by a majority of the board of directors. which the company shall commence business shall be the sum of one hun
 We. the undersigned, the incorporators herein shall and do respectively sub scribe for and do agree to take the mum Der of shares set opposite our respective names and have accordingly signed this certificate and affixed our sales heerto. East Orange. Y. J.; number of shares, eight (0; par value, 5000
 Rudolph w specht, postofiice address. Orange, N. J.; number of shares, four (D: par value. S2o.OO
 A H. Vanderpoel, postoffice address, Oarnge, N. J.; number of shares. eight (S). par value, SiG.00.
 In witness whereof we have hereunto fixed our hands and seals this 22d day of
 THEODORE E. OTIS.
 AUGUSTUS H. VANDERPOEL- State of New York,
 County of New York. ss.
 Before me, notary public, on this day personally appeared Theodore E. Otis. Rudolph ". Specht and 4. H. Wander peel, severally known to me to be the several persons whose names are sub scribed 10 the foregoing instrument, and severally acknowledged to me that they severally executed the same for the puT- pose and consideration therein expressed
 Given under my hand and seal of ot- fee. this 22d day of November, A. D: 1905.
 My commission expires March 30 1905.
 Notary Public. State of New York,
 County of New York, ss.
 l. Thomas l.. Hamilton, Clerk of the county of New York. and also Clerk of the Supreme Court for the said county, the same being court or FeC0Tu- 1o hereby certify, that Carleton Sprague Cooke. whose name is subscribed to the certificate of the proof of acknowledg- ment of the annexed instrument and thereon written. was, at the time of talk ing such proof or acknowledgment. a notary public in and for the county of New York dwelling in the said county and sworn, and duly au- thorized to take the same. And further that I am well acquainted with the hand writing of such notary, and verify be- lieVe that the signature to the said cer- tfcate of proof or acknowledgment IS genuine.
 In testimony whereof, I have hereunto set my hand and affixed the seal or the said court and county, the 23 day of Nov. 1905
 Court and County SeaD
 THOS. l.. HAMILTON, Clerk.
 Filed according to law Dec. l, 19Uo. OF INCORPORATION OF
 UNITED STATES PLACER MIN
 ING COMPANY NUMBER ONE.
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