BANCROFT LIBRARY SUTRO. JUNE 1939 ditttifmU 0f ^nmim^m :B"y-i^^.-ws ^utra l^itnnel Inmjiattj, SAN FRANCISCO, CAL. Sax Francisco : COSMOPOLITAN PRINT, 505 CLAY STREET, 1869. Digitized by tine Internet Arciiive in 2007 witii funding from IVIicrosoft Corporation littp://www.arcliive.org/details/certificateofincOOsutrricli BANCROFT LFBRARY SUTRQ. JUhE IQ30 (5^rti|iatJ »f prorpratiott iB'^-nij^k.'ws nixQ ^mul l^ompang, SAN FRANCISCO, CAL. San Francisco : cosmopolitan print, 505 clay street, . 3 Bancroft Ubnury ORRICERS-. ^Vp^ l^RESIDENT, SAMUEL MERRITT, VICE PRESIDENT, MICHAEL REESE, TREASURER. J. SELIGMAN & CO. SECRETARY AND GENERAL AGENT. W. K. VAN ALEN. trustees. Samuel Merritt, John B. Felton, Michael Reese, A. Seligman, Joseph Aron, Henry Barroilhet, Wm. H. Sharp. &txtxtxmU 0f ^txtoxvtaxntxon OF THE SUTRO TUNNEL COMPANY. Know all men by these presents, That we, the un- dersigned, have this day associated ourselves to- gether for the purpose of incorporating under the laws of the State of California, a corporation to be known by the corporate name of "Sutko Tunnel Company;" and we hereby certify that the objects for which this Corporation is formed, are : To acquire, exercise, carry on, avail themselves of all the rights, privileges, franchises, and property owned by Adolph Sutro and associates, under an Act of the Legislature of the State of Nevada, en- titled, ''An Act granting the right of way and authorizing A. Sutro and his associates to construct a mining and draining tunnel," approved February 4, 1865; and an Act of Congress of the United States of America, entitled, "An Act granting to A. Sutro the right of way, and granting other privileges to aid in the construction of a draining or exploring tunnel to the Comstock Lode in the State of Nevada," ap- proved July 25, 1866 ; also to acquire by purchase, donations or otherwise; lease, sell, mortgage, pledge, b CEETIFICATE OF INCOEPOEATION. hypothecate, or otherwise or in any manner dispose of, any and all kinds of property; also to engage in mining, milling, smelting, tunnelling, draining, ditching, and all other business connected there- with, in the State of Nevada ; also to receive from Congress or the Legislature of any State any addi- tional franchises or property. That the Capital Stock of this Corporation shall be Twelve Millions of Dollars, divided into One Million Two Hundred Thousand Shares of the par value of Ten Dollars each. That the time of its existence shall be fifty years from and after the date of this certificate. That the number of its Trustees shall be seven, and that the names of those who shall be Trustees and manage its affairs during the first three months, and until their successors are elected, are : Samuel Mer- ritt, Michael Keese, Abraham Seligman, Joseph Aron, William H. Sharp, John B. Felton, H.Barroilhet. That its principal place of business shall be in the City of San Francisco, State of California. In witness wheeeof, we have hereunto set our hands and seals this 29th day of November, A. D. 1869. [Signed,] Samuel Meeeitt, Michael Eeese, Abeaham Seligman, Joseph Aeon, William H. Sharp, John B. Felton, H. Baeeoilhet. SUTK0 TUNNEL COMPANY. State of California, | City and County of San Francisco, f On the twenty-ninth day of November, A. D . one thousand eight hundred and sixty-nine, before me, F. J. Thibault, a Notary Public in and for said city and county, residing therein, duly commissioned and sworn, personally appeared Samuel Merritt, Michael Keese, Abraham Seligman, Joseph Aron, William H. Sharp, John B. Felton, and Henry Bar- roilhet, whose names are subscribed to the annexed instrument as parties thereto, v/ho are personally known to me to be the individuals described in and who executed the annexed instrument, and they severally, each for himself, duly acknowledged to me that they executed the same freely and volunta- rily, and for the uses and purposes therein men- tioned. In witness wheeeof, I have hereunto set my hand and affixed my official seal, in said county, the day and year in this certificate last above written. [ seal . ] F.J. Thibault, Notary Public . Filed in the office of the County Clerk of the City and County of San Francisco, this 29th day of No- vember, A. D. 1869. WASHINGTON BAKTLETT, By Beet McNuxty, Deputy. County Clerk. Certified copy filed in the office of the Secretary of State November 30th, 1869. PREAMBLE. The Incorporators of "The Sutro Tunnel Com- pany," a Corporation organized under tlie laws of the State of California, and under the foregoing Certificate of Incorporation, for the organization of the Company, the management of its property, the regulation of its affairs, the transfer of" its stock, and for carrying on all kinds of business within the objects and purposes of the Company, do adopt the following By-Laws: BY-LAWS. AETICLE I. NAME AND CAPITAIi STOCK. This Company shall be known as "The Sutro Tunnel Company," and shall have a Capital Stock of $12,000,000, which shall be divided into 1,200,000 shares of ten dollars each. AKTICLE II. membebs. The members of this Company shall be its incor- porators, and such other persons as may subscribe for and receive or become purchasers of one or more shares of the capital stock. The original subscri- bers for stock shall sign these By-Laws, and there- BY-LAWS. after they and their assigns shall be bound by the laws and regulations of this Association. AKTICLE III. C0EP0BA.TE POWERS. The corporate powers of this Company shall be vested in a Board of seven Trustees, and the officers of the Company shall be a President, a Vice-Presi- dent, a Secretary, a Treasurer, a General Agent and a Superintendent. ARTICLE rvBancroft lAmn MEETING OF STOCKHOLDEES. The annual meeting of Stockholders for the elec- tion of Trustees and transaction of other business, shall be held at the City of San Francisco on the first Mondaj?^ in the month of March of every year. Notice of ail meetings of Stockholders shall be given by publication for two weeks in some daily newspaper published in San Francisco, and one daily j)aper imblished in Storey or Lyon County^ in the State of Nevada. No meeting of the Stock- holders shall be competent to transact business unless a majority of the stock is represented. In case a majority of the stock is not represented at the annual meeting, a similar notice shall te pub- lished and ^iven by the Secretary, calling another meeting within thirty days thereafter. Each share of stock shall be entitled to one vote, and each vote 10 SUTEO TUNNEL COMPANY. may be east by proxy at all meetings of the Stock- holders ; the proxy shall be in writing and iiled with the Secretary. ARTICLE V. TKUSTEES. The Trustees elected at the first annual meeting of the Stockholders shall serve one year, and until their successors are elected. Their term of office shall commence immediately after their election. Vacancies in the Board of Trustees shall be filled by a majority of Trustees in office, within thirty days after such vacancy shall occur, and the person so elected shall hold office until the next annual election thereafter. No person who is not at the time of the election an owner of the stock in the Company standing in his own name on its books^ shall be eligible to election as a member of the Board of Trustees. The Trustees shall present a full statement at the annual meeting of the Stockholders, showing in full and in detail the assets and habilities of the Com- pany, and the general Condition of its affairs. They shall call a meeting of the Stockholders, and pre- sent at the meeting a similar report, whenever so requested in writing by Stockholders representing one-third of the whole number of shares. The Board of Trustees shall have power to call meetings of the Stockholders whenever they deem BY-LAWS. 11 it necessary. To aj^point and remove at pleasure, all officers, agents and employees of the Company, and to prescribe their duties, fix their compensa- tion, and require security for faithful service. To make rules and regulations not inconsistent with the laws of the State of California or the By-Laws of this Company. To declare dividends out of the surplus profits of the Company, whenever they may deem it advisable. To make all contracts which in their judgment will subserve the interests of the Company; and the signatures of the President and Secretary to any contract or obligation, when author- ized by a vote of the iwajority of the Trustees, shall be valid and binding upon the Company, To incur such indebtedness as tiiey may deem necessary, provided that no debt exceeding ten thousand dol- lars (^10,00 )) shall be contracted on behalf of the Company, except with the exi^ress stipulation that the Stockholders shall not be held liable in their in- dividual capacity; and provided further, that the debts of the Company shall not at any time exceed in the aggregate the sum of ten thousand dollars ($10,000). It shall be the duty of the Trustees to cause to be kept a complete ree rd ol* all their offi- cial acts, and full minutes of the proceedings of all meetings of the Board and of the Stockholders. To require the Secretary and Treasurer to keep their books and accounts in a proper manner. To cause to be issued to the Stockholders, in proportion to 12 SUTBO TUNNEL COMPANY. their respective interests, certificates of stock, pro- vided that the aggregate amount of such certificates of stock so issued shall not exceed the capital stock of the Company. The Board of Trustees shall elect one of their number to act as President, and one as Yice-Pres- ident, and elect a Secretary, Treasurer, General Agent and Superintendent, ARTICLE VI. PEESIDENT. The President shall preside at all meetings of the Trustees and of the Stockholders. He shall sign all certificates of stock and all contracts, and other instruments of writing which have been first ap- proved by the Board of Trustees, and affix the cor- porate seal to all instruments requiring a seal. He shall draw all warrants on the Treasurer. He shall have the casting vote at all meetings of the Stock- holders or Trustees . He may call a meeting of the Trustees or Stockholders whenever he shall deem it necessary, and shall have, subject to the advice of the majority of the Trustees, direction of the affairs of the Company. In case of his absence, or inabil- ity from any cause to discharge the duties of the office, the Vice-President shall act in his stead, per- manently or temporarily, as the circumstances may require, and he shall be vested with all the powers of the office. BY-LAWS. - 13 AETICLE VII. TEEASURER. The Treasurer shall safely keep all moneys and bullion belonging to the Company, and disburse the same under the direction of the Board of Trustees, and in conformity with the By-Laws of the Company. At each annual meeting of the Stockholders, and as often as may be required by the Board of Trus- tees, he shall present a full statement of his ac- counts with proper vouchers. He shall make no payments except on a warrant drawn by the Presi- dent and countersigned by the Secretar5^ He shall discharge such other duties as pertain to his office, and as may be prescribed by the Board of Trustees. AETICLE VIII. SECRETARY. The Secretary shall keep a full record of the pro- ceedings of the Trustees and of the Stockholders. He shall keep the book of blank certificates of Stock, fill up and countersign all certificates issued, and make j) roper entries in the margin of such book, on the issuance of such certificates. He shall cancel all certificates surrendered to him before issuing new certificates in lieu thereof, and shall preserve the certificates so surrendered and canceled as vouchers ^ He shall keep a transfer book, and a stock ledger in debit and credit form, showing the number of shares BANCROFT LIBRARY SUTRO. JUNE 1939 14 SUTKO TUNNEIi COMPANY. issued to and transferred by any Stockholder, and the date of sueh issuance and transfer. He shall countersign all warrants drawn on the Treasurer, keep proper account books, and perform such other duties as pertain to his office, and as are prescribed by the Board of Trustees. The books of the Sec- retary, and such papers as may be placed on file by a vote of the Trustees or Stockholders, shall at all times during business hours be subject to the in- spection of Stockholders, ARTICLE IX. SUPEEINTENDENT . A Superintendent shall be elected by the Board of Trustees, and be removed at their pleasure. It shall be the duty of such Superintendent to take charge of all the property at the works belonging to the Company, and control and direct all labor and business pertaining to the interest, object and oper- ation of the Company at the works, subject, how- ever, to the direction and control of the Board of Trustees. He shall make monthly returns to the Board of Trustees of all j)ersons employed by the Company, their wages, time employed, and shall present therewith a statement of all the exijendi- tures made by him, and his vouchers therefor, du- pUcates of which shall be kept by him. And he shall also report the general condition of the w6rk. Should he require funds, he shall make a requisition BY-LAWS. 15 on the Board of Trustees therefor, stating the object for which they are required. If approved by the Board of Trustees, the money shall be transmitted 'to him in such mode as they may direct. AKTICLE X. CEETinCATE OF STOCK. Certificates of Stock shall be of such form and de- vice as the Board of Trustees may direct. Each Certificate shall be signed by the President and countersigned by the Secretary, and bear the seal of the Company, and express on its face its number, date of issuance, the number of shares for which and the person to whom it is issued. Several Cer- tificates maybe issued to the same person, provided that in the aggTegate, they do not exceed the num- ber of shares belonging to such persons. The Cer- tificate Book shall contain a margin, in which shall be entered the date and number of shares, and name of the person expressed in the corresponding Certificate. No Certificate of Stock shall be deliv- ered by the Secretary until the person entitled thereto shall have signed the By-Laws of the Com- pany. And no stock shall be transferred till after the 1st day of March, 1871. ARTICLE XI. TEANSFER OF SHAEES. Shares in the Company may be transferred at any 16 SUTEO TUNNEL COMPANY. time after the 1st of March, 1871, properly indorsed; but no transfer shall be valid except as between the parties thereto, until the surrender of the Certificate and acknowledgment of such transfer on the books of the Company. AETICLE XII. COMPENSATION. Neither the President, Treasurer, nor any mem- ber oi the Board of Trustees as such, shall receive componsation for their services. Beasonable trav- elling expenses shall be allowed by the Trustees to the President or other members of the Board, engaged by authority of the Board of Trustees in the business of the Company. The Superintendent, General Agent and Secretary shall respectively re- ceive such compensation tor their services as the Board of Trustees may from time to time determine. ARTICLE XIII. AMENDMENTS. These By-Laws may be altered or amended at any meeting of the Stockholders, of which notice has beed given as provided in Article IV, by a majority vote of nil shares. We, the Stockholders, hereby agree and subscribe to the foregoing By-Laws .