The Winslow mail., 1914-08-08

timber and all fuel and material necessary and
appropriate to be used in connection with, and In
carrying on the business Of this corporation
! Also to take, hold, sell otherwise
! dispose OF, all lands and property which it may
acquire by gift, or grant as q subsidy OF other
wise from any
Also, TO lawfully acquire by purchase or other
wise, and hold and own, the capital stock or
! securities, any part of the capital stock or
securities of this, or any other railroad cofpor-
| alton corporations
! ARTICLE Vl-The length of the railroad proposed
! to be constructed, owned and operated by this
corporation, including the branches, Is as nearly,
| as can be estimated, TWO thousand one hundred
and tweny-one miles (212U and the estimated
| cost of constructing and equipping the same Is
! One Hundred and Six Million Five Hundred Thou
sand Dollars ($1O6 900, 600 00).
| ARTICLE VII-The general place Of business
| OF this corporation, and the place where the
meetings Of the stockholders shall be held, shall
be at 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 to this agreement
has 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 same in cash or i'll property, or in cash
and property, to be acquired by the corporation
| a follows;
DAVID c. COLLIER, 8 shares, amount $500,
| cash $500.
HERBERT A. PARKYN. 21.ooo shares. amount
$2,lOo,OOo, cash 81, $4,000, property $21O,C0o.
HERBERT A. PARhYN $40 shares, amount
$97 600 property $97 coo,
SAMUEL 5. SHERMAN, shares, $500,
cash $500.
! CHARLES c. CARNAHAN, 4 shares amount
AUGUST H. BUNGE. shares, amount $500,
| cash $500.
ED FLETCHER. shares amount $500. cash
$500
JOHN E cARNAHAN, 3 shares, amount $500.
cash $780,
HENRY B RETTIE share, amount 500.
THOMAS MARLoNEAUx. share, amount 500,
cash 500.
and the property to be acquired by this cor
paration in consider alton Of and by virtue of the
above and foregoing subscription Of Herbert A.
Parkyn for nine hundred and seventy (97W
shares of said capital stock, fully paid, and in
further payment two hundred and ten thou
/ sand dollars ($210 000) on account of the sub
scription of Herbert A. Parkyn for twenty one
thousand (21,000) 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 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
| Thousand Dollars ($3O7 ,OOO), the same to pe as
| signed, transferred and conveyed to this corpor-
alton in consideration of the issuance and de-
, livery by 1t of the nine hundred and seventy
(97O) shares of the fully paid capital stock above
/ subscribed for by the said Herbert A. Parkyn,
to be paid by property, and credit of two
hundred and ten thousand dollars ($2l0 000) by
this corporation the above subscription Of the
said Herbert A. Parkyn for twenty-one thousand
(21,OOO) shares of the capital stock of this cor
poration.
The amount of the capital stock OF this cor
! poration shall be two million tive hundred thou
sand dollars e, ,000) which snail divided
into and represented by $4,000 shares of the par
! value of One Hundred Dollars ($100.00) each
ARTICLE IX.-The officers of this corporation
shall consist of a board of nine directors a
President, First Vice President Second Vice
President General Counsel, a Secretary and a
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
as the Board may determine, and the offices of
Secretary and Treasurer may bo 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 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
! ors of their election, and within thirty days
thereafter, they shall meet and organize as a
board, and shall elect the officers of the corpor-
atioA hereinbefore provided for.
! The board of directors elected at such annual
meeting, and all other officers above named. shall
hold office for the of year, and until
their successors are elected and qualified unless
removed as hereinafter provided.
i 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 secure the same by mortgage lien or
pledge on all or any portion of the corpora ion
property acquired, or to be acquired; to appoint
an assistant secretary and a 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 corporation, and generally to exercise all
powers conferred upon boards Of directors of
railroad col porations by the laws of the State Of
Utah.
j A director other officer Of this corporation
! may be removed from office as may be proyided
In the bylaws, and IL not so provided then as
ts provided by the Statutes of the State of Utah
and either or any Of said officers directors
may resign by ming 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 vote of a majority of the stock
represented at the meeting when the removal is
made; all other vacancies, whether caused by
resignation, removal, death Qr disability Of di-
rectors OF offleers, 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 ana until their sue
cessors elected and qualified,
DAVID G, COLLIER President aud Director
HERBERT A. PARKYN. First Vice President
and pirectar
AUGUST Il. BUNGE Second Vice President
and Director.
CHARLES G. CARNAHAN, General Counsel
aud Director.
/ SAMUEL s. SHERMAN, secrats-y and Treas