The Winslow mail., 1914-07-25

timber and all fuel and material necessary ana
a! proprate to be used In connection with, and in
rryinE On the business Of this corporation.
Also 10 take, hold own and sell or otherwise
dispose Of an lands ana properly which it may
q quire by gift or grant subsidy other
v Sc. from any source.
Also, 10 lawfully acquire by purchase or other
wise. and hold ana own, the capital stock or
securities, any part Of the capital stock or
securities OF this, or any other railroad eorpor-
a-lon Or corporations.
ARTICLE VI-rhe length OF the railroad proposed
to be constructed, owned and operated by this
corporation, including the branches, is nearly,
be estimated, thousand one hundred
and twentyone miles (2I2l), and the estimated
cost of constructing and eQuipping the same is
One Hundred and Six Million Five Hundred Thou
sand Dollars ($106, 500, 00J.
ARTICLE VlL-The general place Of business
o. this corporation, and the place where the
meetings Of the stockholders shall be held shall
lie at Salt Lake city III the County of Salt Lake,
in the State of Utah, but the corporation may
have Offices elsewhere, at which meetings OF the
Loard of directors may be held, and such of its
business may be carried shall be deter
mined by its board Of directors.
ARTICLE VIIL-Each party 10 this agreement
mas subscribed for and agreed TO take the amount
and number of shares of the capital stock Of this
corporation set against his name, and to pay for
the in cash in property, or in cash
and property, to be acquired by the corporation
IS follows
DAVID c. COLLIER. shares, amount $500,
cash $500.
HERBERT A PAR1YN. p 600 shares. amount
$2100, 600, cash 81, S90,0OO, property S210 600.
HERBERT A. PARKYN, $40 shares, amount
$97 600, property $97 600.
SAMUEL 5. SHERMAN, 3 shares. amount $500,
cash $500.
CHARLES c. CARNAHAN. shares, amount
$500, cash $500
AUGUST H. BUNGE 5 shares amount $500,
cash $500.
ED FLETCHER. shares, amount $500. cash
$500
JOHN E. CARNAHAN. shares. amount $500,
cash $500.
HENRY B. RETTIE / share amount $1OO
cash 500.
THOMAS MARLoNEAUx. share amount 500,
cash $100
and the property SO to be acquired by this cor
99ration in consideration Of and by virtue Of the
above and foregoing subscription of Herbert A
Parkyn for nine hundred and seventy (970
shares of said capital stock fully paid, and in
further payment of two hundred and thou
sand dollars (S2lO, ,000) account of the sub
scription of Herbert A. Parkyn for twenty one
thousand (2l,000) shares of said capital stock
surveys and maps of the lines of said proposed
railroad, and reports and data, containing de-
tai ed information concerning 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 on of the business of this corpor-
alton. The said property to be acquired by
this corporation, and hereinbefore described, is
of the fair cash value of Three Hundred Seven
iuOlSdiIu DOlldlS NHSut, UuUJ the same 10 ne as
signed, transferred and conveyed to this corpor-
alton in consideration of issuance and de-
livery by it of the nine hundred and seventy
(970) shares Of 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 ($2lO, ,O00) by
this corporation on the above subscription of the
said Herbert A Parkyn for twenty-one thousand
000 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 (2,200,000) which shall be divided
into and represented by 900 shares of the par
value of One Hundred Dollars ($1O0.OO) each.
ARTICLE IX.-The officers of this corporation
shall consist of a board of nine directors a
President. First Vice President, a Second Vice
President. a General Counsel, Secretary and
Treasurer
All the directors shall be stockholders of the
corporation, and the President and 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 be held by one and
the same person Five Directors shall constitute
quorum 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 on the first
Wednesday after the first Tuesday in the month
of June in each year hereafter at such time and
at such place in the City of Salt Lake. in the
County of Salt Lake and State of Utah, as the
Board of Directors may, in the bylaws to be
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 as 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
ofs of their election, and within thirty days
thereafter they shall meet and organize as a
board, and shall Of he
atio.i hereinbefore provided for.
The board of directors elected at such annual
meeting and all other Officers above named. shall
hold office for the term of one year, and until
their successors are elected and qualified unless
removed hereinafter provided.
The board of directors shall have power to
manage and control the business and affairs of
the corporation, to make, exercise and issue
and to secure the same by mortgage, lien or
pledge on all or any portion of the corporations
property, acquired, or to be acquired; to appoint
assistant secretary and All 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 inconsistent
with the laws of the State of Utah, they may
deem proper for the management of the affairs
OF the corporation, and generally to exercise all
powers conferred upon boards of directors of
Utah.
director or other officer of this corporation
may be removed from office as may be provided
in the bylaws, and II not SO provided, then as
is provided by the Statutes of tae State of Utah;
and either any of said officers or directors
may resign by filing written resignation with
the secretary of the corporation. five days before
the same is to take effect but the board may
accept such resignation on shorter notice
Vacancies in the Board of Directors, caused
by removal by vote of the stockholders may
be filled by a vote of a majority the stock
represented at the meeting when the removal is
made; all other vacancies, whether caused by
resignation, removal death disability of d.
rectors or 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 and until their sue
cessors are elected and qualified:
DAVID c. COLLIER, President and Director
HERBERT A, PARKYN First Vice President
and Director.
AUGUST H. BUNGE, Second Vice President
and Director
CHARLES c. CARNAHAN, General Counsel
and Director
SAMUEL s. SHERMAN, Secretary and Treas