The Winslow mail., 1914-05-23

Stock.
25 Dayton, Washington ...........
and the capital stock not herein sub
scribed may be hereafter subscribed
for as herein provided.
ARTICLE X.
The subscriptions for and owner
ship of all preferred stock in this cor
poration are made and taken upon the
condition that the holder of preferred
classified stock desiring to sell the
same, shall first deliver his stock to
the directors of the corporation for
sale, which Board of Directors shall
cause the same to be appraised by
three appraisers, one to be selected
by the vendor at the time of deliver
ing said stock to the Board of Direct.
ors, one to be selected by the Board
of Directors at the next meeting OF
the Board, and the third to be selected
by the two selected appraisers, each
appraiser to be a stockholder owning
preferred stock in this corporation,
but not a stockholder Of the class of
preferred stock so offered for sale, and
the directors shall forthwith offer the
same for sale at said appraised value
to the stockholders holding the class
of stock offered for sale, who shall
have sixty days time in which to ex-
ercise their right to purchase the
same at said price. In case OF their
neglect or refusal to purchase the
same at said appraised value, then and
in that case, the Board Of Directors
shall offer the same to the other stock
holders holding preferred stock of the
corporation, except the appraisers,
who shall have sixty days additional
time in which to exercise their right
of option to purchase said stock at
said price After the expiration of
such time the stockholders offering
said stock for sale shall be free to
make any other sale of their stock
These provisions shall be binding
upon the successors, heirs, administra-
tors, executors and assigns of the
stockholders of this corporation.
ARTICLE XII.
The officers of the corporation shall
be:
list. A Board of five 60 Directors,
which number may be increased to
any number not exceeding twenty-five
(25) at any stockholders meeting, of
whom majority shall constitute quo
rum to do business and exercise the
corporate powers of the corporation,
and the action of the majority of the
quorum shall be the action of the
Board of Directors of the corporation.
End A President.
3rd. A Vice President.
4th A Second Vice-President.
5th. A Third Vice-President.
eth. A Secretary
9TH. A Treasurer.
8th. A General Manager.
ARTICLE XII.
Immediately upon the election of di-
rectorS and the adjournment of the
stockholders meeting, or as soon
thereafter as convenient, the Directors
so elected shall meet and organize by
electing one of their number Presi-
dent and one of their number First
Vice President, one Second Vice-Presi-
dent, one Third Vice-PreSident, and by
electing a Secretary, Treasurer and
a General Manager, each OF whom
shall perform such duties and have
such powers as generally appertain to
such offices and as may be stated or
required of them by the Bylaws or
by the Board of Directors; and to be
eligible to any of the offices of the
corporation, except that of Secretary
and Treasurer the person must be
stockholder in the corporation, as
shown on the books of the corpora
tion, of at least one share of the COM
mon or preferred stock of the corpora
tion. Each director shall be elected
by ballot by the stockholders of the
corporation. And one person may hold
two or more offices, the duties of
which are not inconsistent.
ARTICLE XIII.
The term of office of the officers
bf this corporation, except as provid-
ed in Article XVII herein, shall be for
one year and until their successors
are elected and qualified, unless
sooner resigned or removed.
ARTICLE XIV.
The annual meeting of the stockhold-
ers shall be held on the fifteenth (15)
day of January, 1914, and annually
thereafter, at one o'clock, p. M, at the
offices of the company in Salt Lake
City, Utah, unless changed at any reg
ular stockholders meeting; and no
tice of said meeting shall be given by
the Secretary, who shall mail no
tice of the said meeting to each of the
stockholders at his last known ad-
dress as shown on the books of the
corporation, at least ten days prior to
said meeting Failure to notify shall
not invalidate the acts of the meet
ing. A representation of majority of
the capital stock shall be necessary to
hold a stockholders meeting, either
general or special, and each stock
holder shall be entitled to as many
votes as he may hold shares of the
capital stock, both common and pre-
ferred, as shown on the books of the
corporation; and any stockholder may
be represented at any meeting by
proxy duly appointed in writing.
ARTICLE. XIV.
Any director may be removed at a
stockholders meeting duly called for
the purpose of considering the ques-
tion of such removal by an affirma-
tive vote of majority of the out
standing stock of the corporation, and
further, any officer elected or ap-
pointed by the Board of Directors may
be removed for cause by the Board of