The Winslow mail., 1914-08-01

timber and all fuel and material necessary and
appropriate to be used in connection with, and In
; carrying the business of this corporation
I Also take. hold, and sell otherwise
dispose of, all lands and property which It may
acquire by gift, or grant as subsidy or other
/ wise, from any
Also, 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 any other railroad corpor-
( alton corporations
ARTICLE VI-The length of the railroad proposed
! to be constructed owned and operated BY ans
corporation, including the branches, is as nearly
! be estimated two thousand one hundred
and twenty-one miles (2121, and the estimated
cost OF constructing and equippng the same is
! One Hundred and Six Million Five Hundred Thou
/ sand Dollars C$106 500 000.00).
! ARTICLE VIL-The general place Of business
! Of this corporation and the place where the
meetings of the stockholders shall be held, shall
I be at Salt Lake City in the 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 shares Of the capital stock Of this
corporation set against his name, and to pay Tor
/ the same in cash or in property, or in cash
! and property, to be acquired by the corporation
/ follows
DAVID c. COLLIER. 5 shares, amount $500,
! cash $500.
! HERBERT A. PARKYN, 21.0OO shares, amount
?
HERBERT A PARKYN, $40 shares, amount
$97 600, property $97, COO
/ SAMUEL s. SHERMAN, shares, amount $500,
| cash $500
! CHARLES c. CARNAHAN, 4 shares, amount
/ $500 cash $500 81
AUGUST H. BUNGE, shares. amount $500
cash $500.
ED FLETCHER shares, amount $500, cash
$500.
JOHN E. cARNAHAN. shares. amount 5000,
HENRY B, RETTIE. 1 share, amount 500,
; cash 500.
THOMAS MARLoNEAUx. / share. amount sloo,
: cash $G0
and the property so to be acquired by this cor
Paration in consideration of, and by virtue of the
above and foregoing subscription Herbert A.
Parkyn for nine hundred and seventy (97W
shares of said capital stock, fully paid, and in
further payment OF two hundred and ten thou
! sand dollars ($210005) account of the sub
scription of Herbert A, Parkyn for twenty one
thousand (2 000) 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 of the business of this cOrpor-
alton. The said property to be acquired by
I this corporation, and hereinbefore described is
I OF the TAR cash value of Three Hundred Seven
Thousand Dollars ($307 ,0O0), the same to ne as
signed, transferred and conveyed to this corpor-
alton in consideration of the issuance and de-
II
(97o) shares of the fully paid capital stock atove
subscribed for by the said Herbert A. Parkyn,
to be paid by property, and 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
(2l,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, ,O00 which snail be divided
into and represented by $4,000 81 ares Of the par
value of One Hundred Dollars ($1O00O 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 General Counsel, a Secretary and 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, not,
as the Board may determine, and the offices of
Secretary and Treasurer may bo held by and
the same person Five Directors shall constitute
a 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 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
board and shall elect the officers of the corpor-
atioI herenbefore provided for
The board of directors elected at such annual
meeting and all other officers above named, shall
hpII in tC~v, Of n4,o ,,+iI
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
bonds and obligations for the payment OF money
and to secure the by mortgage, lien or
pledge on all or any portion of the corporation's
property acquired, or to be acquired; to appoint
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, 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 corporations by the laws of the State OF
Utah
director or ether officer of this corporation
may be removed from office as may be provided
in the bylaws and Il not 50 provided, then as
is provided by the Statutes of the State of Utah
and either or any of said officers or 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 on 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 or disability Of di-
reetors officers, may be filled by the Board
of Directors
The following named persons shall be officers
of this corporation to until the first gen
era election for directors and until their sue
cessors are elected and qualified:
DAVID C. COLLIER. President and Director.
HERBERT A. PARfIYN, First Vice President
and Director
AUGUST Fl. OUNCE Second Vice President
and Director.
CHARLES c. CARNAHAN. General Counsel
and Director.
., SAMUEL S. SHERMAN, secreta-v and Treas