The Winslow mail., 1914-08-08

timber and all fuel and material necessary ana
appropriate to be used in connection with and In
carrying on the business of this corporation.
Also to take, hold, and sell or otherwise
dispose Of all lands and property which it may
acquire by gift or grant subsidy Or other
wise from any source.
Also, lawfully acquire by purchase other
wise and hold and own, the capital stock
securities, any part OF the capital stock or
/ securities OF this. any other railroad corpor-
alton or corporations.
ARTICLE VI.-The length of the railroad proposed
to be constructed, owned and operated by this
corporation including the branches Is as nearly
be estimated, two thousand one hundred
and twenty miles (212l, and the estimated
cost of constructing and equipping the same Is
One Hundred and Six Million Five Hundred Thou
sand Dollars (S106, 800, 600 00)
ARTICLE Vu.-The general place of business
OF this corporation, and the place where the
meetings of the stockholders shall be held, shall
be Salt Lake City in ths County OF Salt Lake,
in the State of Utah, but the corporation may
/ have offices elsewhere at which meetings of the
board of directors may be held and such OF its
business may be carried on as shall be deter
mined by its board of directors.
ARTICLE VIII-Each party this agreement
has subscribed tor and agreed TO take the amount
number Of shares of the capital stock Of this
corporation against his name, and to pay for
the in cash in property, or in cash
and property, to be acquired by the corporation
follows:
DAVID c. COLLIER, shares, amount $780,
cash $500
| 81, 100 GOO, cash 81, $50 COO property $21OO00
HERBERT A. PARKYN, so shares, amount
$97 900, property $4,000.
| SAMUEL s. SHERMAN, 5 shares, amount $780,
cash $500
CHARLES c. cARNAHAN, shares, amount
$500, cash $500,
AUGUST H, BUNGE, shares. amount 5000.
cash $500.
ED FLETCHER. shares, amount $500, cash
JOHN E cARNAHAN, shares amount $500,
HENRY B RETTIE. share, amount $780,,
! cash 500.
THOMAS MARLoNEAUX. share, amount 500,
cash Sl00
and the property so to be acquired by this cor
paration in consideration Of, ard by virtue of the
above and foregoing subscription Of Herbert A.
Parkyn for nine hundred and seventy (970J
shares of said capital stock, fully paid, and in
further payment of hundred thou
I sand dollars (S210,000) account of the sub
scription of Herbert A. Parkyn for twenty one
thousand (2l00O) shares of said capital stock are
surveys and maps Of the lines of said proposed
+ railroad, and reports and data, containing de-
tailed information concerning the territory through
which said main lines and branch lines will
run, and the resources of said territory which
reports, data and Information necessary to
the carrying of the business of this corpor-
alton. The said property so to be acquired by
! this corporation, and herelmbefOre described, is
1 of the fair cash value of Three Hundred Seven
Thousand Dollars ($307 O0O), the same to pe as
! signed, transferred and conveyed to this corpor-
/
livery by it of the nine hundred and seventy
C97O) shares of the fully paid capital stock above
! subscribed for by the said Herbert A. Parkyn,
to be paid by property, and a credit of two
hundred and ten thousand dollars ($210, 000) by
this corporation on the above subscription of the
said Herbert A. Parkyn for twenty-one thousand
C2l,OOO) shares of the capital stock of this cor
poration
The amount of the capital stock Of this cor
/ poration shall be two million two hundred thou
sand dollars (2,2OOO00) which slall be divided
into and represented by 1000 shares of the par
value of One Hundred Dollars ($1O00O) each.
! ARTICLE IX.-The Officers of this corporation
shall consist of board of nine directors, a
President, First YicePresident Second Vice
President. General Counsel, a Secretary a
Treasurer.
/ All the directors shall be stockholders of the
corporation, and the President aud Vice Presidents
shall be members of the Board of Directors. The
Secretary and Treasurer and General Counsel may
be elected from the Board of Directors, or not,
the Board may determine, and the offices of
Secretary and Treasurer may b0 held by one and
the person Five Directors shall constitute
qaorum of the Board of Directors for the
! transaction of business, and shall when properly
assembled, be authorized and empowered to use
and exercise all Of the corporate powers of this
! corporation.
There shall be a general meeting of the
stockholders of this corporation held the first
! Wednesday after the first Tuesday in the month
of June in each year hereafter such time and
at such place in the City of Salt Lake. in the
! County Of Salt Lake and State of Utah. the
! adopted by them fix and determine, at which
general meetings the board Of directors for the
ensuing year shall be elected by ballot. and such
| other business may be transacted may prop
! erly come before the said meeting. Immediately
! after the election of the board Of directors, the
/ Secretary of the meeting shall notify the direct
! ors of their election, and within thirty days
: thereafter they shall meet and organize a
board and shall elect the officers of the corpor-
/ atioA hereinbefore provided for.
! The board of directors elected at such annual
and all nrha CpF; F;oa oI-,v, II
hold office for the term Of one year, and until
their successors are elected and qualified unless
removed as hereinafter provided
The board of directors snail have power to
manage and control the business and affairs of
the corporation, to make, exercise and issue
bonds and obligations for the payment Of money
and to the same by mortgage lien or
pledge on all or any portion of the corporations
property acquired, to be acquired; to appoint
an assistant secretary and assistant treasurer
TO incur all Indebtedness and make all contracts
necessary and proper to carry into effect the
objects and purpose of the corporation, and to
adopt and change such bylaws not inconsistent
with the laws of the State of Utah, as they may
deem proper for the management of the affairs
OF the corporattGn and generally to exercise all
powers conferred upon boards of directors of
ratlroad corporations by the laws of the State Of
Utah
j A director or other officer of this CORPORATION
may be removed from office as mag be provided
In the by laws and IL not so provided then as
is provided by the Statutes of the State of Utah
ana either or any of said officers directors
may resign by filing a written resignation with
the secretary of the corporation five days before
the same Is to take effect but the board may
accept such resignation shorter notice.
Vacancies in the Board of Directors caused
by removal by vote of the stockholders may
be filled by a vote of majority of the stock
represented at the meeting when the removal is
made; all other vacancies, whether caused by
resignation removal, death or disability of di-
rectors officers, may be filled by the Board
of Directors.
The following named persons shall be officers
of this corporation. to until the first gem
eral election for directors until their sue
cessOrs elected and qualified,
DAVID G, COLLIER President and Director
HERBERT A. PARKYN, First Vice President
and Director.
AUGUST II. BUNGE, Second Vice President
and Director.
CHARLES C. CARNAHAN, General Counsel
aud Director.
/ SAMUEL S, SHERMAN, secrets-v and Treas