/ Lancaster canal, mill and mining CO . 'Articles of association, by- -laws, report and estimate of en- gineer, Scc , SWii .'iK. W^S^TS^^f-' h^- f ■'X'^'' y-w. i^EADING ROOM'ONLY ARTICLES OF ASSOCIATION, BY-L^^V^S REPORT AND ESTIMATE OF ENGINEER, &c. LANCASTER INCORrOKATED MA n C J I 1 (5 th, 1.S68 ^>^€^ SAN FRANCISCO : :~--^-^«, GEO. II. BELL. BOOKSELLER AND STATIONER. «^»^ ARTICLES OF ASSOCIATION, BY-L^"WS, EEPOBT AND ESTIMATE OF ENGINEER, &c. LANCASTER mm giwimif ©0 INCORPORATED MAKCH 16tli, 1863 SAN FEANCISCO : GEO. H. BELL, BOOKSELLER AND STATIONER. 1863. 14 E FOR R; CERTIFICATE OF INCORPORATION ^ill & Ifimiig m. state of California, } Ciiy and Coanti/ of San Francisco. ( ' Wk, the undersignod, in piirsuance of an Act of tlie Legislature of tlic State of California, passed April 14th, 1853, entitled "An Act to provide for the formation of Companies for certain pm-poscs," and the several Acts amendatory thereof and applicahle, hereby certify that we have formed ourselves into a Corporation, to be called and known as the " Lancaster Canal, Mill and Mining Company." That the object and purpose of the said Corporation is to carry on and conduct the business of constructing and using, for the sale and conveyance of water, for mining purposes, and the running of mills and machinery by water, canals, flumes, dams and ditches ; also tho erection of mill3«and the working thereof; and the acqui" sition of mines, and the extracting of m.'tals therefrom, in the mining region or district known as the Humlioldt District, Territory of Nevada. The amount of Capital Stock of the said Company shall be Three Hundred thousand Dollars, which shall be divided into three housand shares of One- Hun- dred Dollars each. The said Corporation shall exist for the term of tifty years, and its concerns shall be managed by a lioard of seven Trustees. The principal place of business of said Corporation shall be in the City and County of San Francisco, where an office shall be kept for the purpose. The following persons to wit, Charles AValdcyer, James Lemnion, Richard Chenery, James L. King, James Catliers, W. W. Stow and Wm. H. Patterson> shall be the Trustees to manage the concerns of the said Corporation for the first three months. In witness wnEREOF, we have hereto set our hands and seals this sixteenth day of March, A.D. One Thousand Eight Hundred and Sixty-three. CHARLES AVALDEYER, [r..s.] JAMES LEIMMON, [l.s.] RICHARD CHENERY, [r.s.] W. W. STOW, [L.S.] TV. H. PATTERSON, |l.s.] Acknowledged, March IGth, ISGH, before OTIS Y. SAWYER, Notary Public. Filed in the Office of the Clerk of the County Court, in tlie City and County of San Francisco, March 16th, 1863. Filed certiticd copy in office of the Secretary of State, March 17th, 18G3. 'W76'.rt OFFICERS. P'resident, RICHARD CHENERY. Trustees, C. S. CAPP, W. R, GARRISON, JAMES L. KING, JAMES GATHERS, W. W. STOW, WM. H. PATTERSON. Secretai'y, G. WETZLAR. Treasurer, MARK BRUMAGIM. ;7 / /'.^ t^iU'^i REPORT Messrs. James Lemmon & Co. Sirs : — I beg leave to report the following result of the survey made of your proposed Canal on the Humboldt River. Beginning at a point named on the map A to B, a waste way, 30Q feet wide ; from B to C, Dam across the river, 75 feet long ; from C to D, Embankment, 1815 feet long; D to E, Tunnel and Cuts, 4026 feet ; total length of work to the mill site, 6216 feet, or nearly 1^ miles. The fall at the mill site is 12 feet, Avith a head of 4 feet, making head and fall 16 feet. I found the Humboldt river to have a mean velocity of 91 feet per minute, 88,000 inches of Avater as flowing in the stream, or about 12,000 inches, miners' measure; or 18,000 inches, mill- wrights' measure. The Canal will supply 3,700 inches of water, mill-wrights' measure, equal to 140 horse power. Accompanying, you w^ill please find Estimate and Specifications. In the estimate you will find timbering, at .'^7 per running foot, for the whole length of the Tunnel. But my opinion is that a very small portion (if any) will require timbering. The ground through which the Tunnel will run, is a fine soap stone, and from all appearances, the very best material for a work of the kind. Yours, respectfully, E. LINN. Humboldt, Nov. 20th, 1862. Subscribed and sivorn to, before me, this 12th da)j of January, A. D. 1863. OTIS V. SAWYER, Notary Public. SJPECIFICA^TIOISr. Wastewat — to be 300 ft. wide, 12 ft. long, and 6 ft. high; made of li inch planks, well secured to the ground, by means of two rows of posts, 6 inches srjuare, 3 ft. apart, and 4 ft. deep in the ground. Dam — 75 feet long, to be made of willows and earth, sufficiently- high to prevent water from running over it. Embankment — 1815 ft. long, average about 6 ft. high, 2 ft. wide on the top, with a slope of one to one, covered with turf, to prevent washing. Tunnel and Cuts — to be 6 ft. high and 14 ft. wide, or two Tunnels, 6 ft. by 7 ft., running parallel. Gates — at each end of the Tunnel, made of 2 inch planks, and braced with 6 by 6 timbers. esti]m:a.te. Wasteway : — 7,400 ft,, l.J inches thick, 12 ft. long. 1,800 " 3^by 6 « 12 " - 4,600 " G " 6 '^ 10 & 5 " 1,200 " 4 " 6 " 12 " 15,000 ft. at ^200 per M 3,000 00 Labor 500 00 Spikes 100 00 3,600 00 TuxxEL Gates : — 6,000 ft. 2 inch plank and 6 by 6 scantling 1,200 00 Labor 200 00 1,400 00 Dam :— 75 ft. long 2,000 00 Embankment : — 1815 ft. long. 3,360 yds. at 81 per yd 3,360 00 Tunnel and Clts : — 4026 ft. long. 12,524 yds., at $1 50 per yd 18,786 00 Total 20,146 00 Timbering : — 3,630 ft., at 87 per running foot 25,410 00 Grand Total 854,556 00 I^HOSFECTUS. Lancaster Canal, 'Mill and Mining Company, Humboldt Co., Nevada Ter. Under the above style a new Corporation has been formed, for the purpose of giving to the Humboldt Mining District, an oppor- tunity of realizing soon the benefit of that immense wealth, which is so far hidden in the thousands of " Leads," forming a huge net- work over an area of hundreds of square miles. To every one conversant with the condition of the Humboldt Mining District, the thought must have arisen how to procure power with which to extract the precious metals from the ores which offer themselves, in millions of tuns, to the enterprise and energy of our time. The scarcity of wood, or any other fuel, bars the idea of creating motive power by steam for any length of time ; and our attention, by necessity, is draAvn upon the only sub- stitute for steam power — water power ! The Humboldt river offers, in its entire course, only one chance of creating a water power by a reasonable expenditure of capital. This chance is, fortunately, in nearly a central position of the Humboldt Mining District ; being within a distance of from four to ten miles of some of the richest subdivisions of the said District. The works for the creation of this water power extend over a distance of only one and one-fourth of a mile, and will, when fully completed, produce, even at the lowest stage of water, a motive power of great capacity. It is not the intention of this Incorporation to commence operations on so large a scale as to absorb at once this immense power ; but it is their intention to construct, during the season, a power sufficient for two sixty-stamp mills, and to add, as the devcl- opment of the mines progress, mill after mill, until the entire water power is absorbed. There is no need to enlarge upon the character of the work to be accomplished, nor the expense necessary to do so, as the map, report and estimate of a first rate mining engineer, (E. Linn,) fully explains these points. (^See report and estimate.^ If any further recommendation of the above-mentioned project is necessary, the following remarks may be added : Isfc. In connection with, and property of the Lancaster Canal, Mill and Mining Co., are two valuable Ledges — the " Mammoth," (500 feet), in Santa Clara District, and the "Eclipse," (700 feet), in Central District, both at a distance of four and five miles from said water power. 2nd. The success of our enterprise does not depend on the success of a single ledge, — nay, we may safely state, that our suc- cess is a certainty, if only ten per cent, of the Humboldt " Leads" should prove paying, and therefore workable, mines. 3d. The Humboldt river never freezes, and the flat country is never covered with snow deeper than one or two inches, and lasting only a day or two. 4th. The bottom lands of the Humboldt river, in the vicinity of the Canal, &c., produce all the year round, sufficient feed for 10,000 head of animals, and offer great inducements for agricul- tural pursuits. 5th. Immense salt deposits have been discovered within a short distance of the Humboldt region ; thus removing the necessity of procuring this indispensable oxidizer, at great expense, fi-om distant markets. 6th. The great artery of commercial life, the Eastern and Pa- cific Railway, will pulse througli the whole length of this region, and connect it, at no distant day, with the two great markets of the world — New York and San Francisco. BY-LA. ^VrS. AUTICLE I. Corporate 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, Secretary and Treasurer ; but the Secretary and Treasurer shall not be members of the Board of Trustees. ARTICLE II. JElection of Trustees. The Trustees shall be elected by ballot, at the Annual Meeting, to serve for one year. Their term of office shall begin immediately after election. ARTICLE III. Vacancies. Vacancies in the Board of Trustees shall be filled by the other Trustees in office, and such persons shall hold office until the first meeting of the Stockholders thereafter. ARTICLE IV. Powers of Trustees. The Trustees shall have the power : To call meetings of the Stockholders when they deem it neces- sary, giving such notice as the cxidency of the case will admit. BY-LAWS. 11 And they shall call a meeeting at any time, upon the written re- quest of Stockholders, holding one-third of all the capital stock. To appoint, and remove at pleasure, all oflficers, agents and employees of the Company ; prescribe their duties, fix their com- pensation, and require from them, when they deem proper, security for faithful service. To make rules and regulations, not inconsistent with the laws of the State of California, or the By-Laws of the Company, for the guidance of the officers, and management of the affairs of the Company. To borrow money : the terms and amount of the loan shall be entered on the minutes of the Board, and the note or other obliga- tion given for the same, signed officially by the President and Secretary, shall be binding on the Company ; but the total indebt- edness of the Company shall not exceed, at any one period, the sum of twenty-five thousand (25,000) dollars. To levy assessments, at such times, and of such amounts as may be necessary for paying the debts, and carrying on the business of the Company. The notice of such assessments, the notice of sale in case of default of payment, and the sale of shares for delinquent assessments, shall be made in conformity with the provisions of the laws of the State of California. ARTICLE V. Duties of Trustees. It shall be the duty of the Trustees : To cause to be kept a complete record of all their minutes and acts, and of the proceedings of the Stockholders, and present a full statement at the regular Annual Meeting of the Stockholders, showing in detail the assets and liabilities of the Company, and generally the condition of its affairs. A similar statement shall be presented at any other meeting of the Stockholders, when thereto required by persons holding at least one-third of the capital stock of the Company. 12 BY-LAWS To declare dividends out of the surplus profits, whenever such profits will pay six dollars on each share. To supervise all the officers, and see that their duties are prop- erly discharged ; to require the Secretary and Treasurer to keep full and accurate books, and to prescribe the form and mode of keeping such books. To cause to be issued to the Stockholders, in proportion to their several interests, Certificates of Stock, not to exceed in the aggre- gate, the sum of three hundred thousand (300,000) dollars. ARTICLE VI. President. The Board of Trustees shall elect one of their members to act as President, and in case of his absence, death or disability, the vacancy shall be filled by the Board. If his absence be but temporary, the Board shall appoint ad interim, one of their number to sign Certificates of Stock and Checks. The President shall preside at all meetings of the Trustees, and of the Stockholders. He shall sign, as President, all Certificates of Stock, and all Contracts and other instruments of writing, which have been first approved by the Board of Trustees, and affix the corporate seal to all instruments requiring a seal. He shall draw all checks or warrants on the Treasurer. He shall have the casting vote at all meetings of the Stock- holders and Trustees. He shall call the Trustees together whenever he deems it neccs- sary, and shall have, subject to the advice of the Trustees, direc- tion of the afiliirs of the Company. ARTICLE VII. Treasurer. It shall be the duty of the Treasurer to keep safely all monies BY-LAWS. 13 aad bullion belonging to the Company, and to disburse the same under the direction of the Board of Trustees, and in conformity with the By-Laws of the Corporation. At each meeting of the Stockholders, he shall submit a state- ment of his accounts with proper vouchers ; and at the Annual Meeting in June, a complete summary of them. He shall make no payments, except on a check or warrant drawn by the President, and countersigned by the Secretary. He shall discharge such other duties as pertain to his office, and are prescribed by the Board of Trustees. ARTICLE VIII. Secrd,ary. It shall be the duty of the Secretary to keep a record of the proceedings of the Board of Trustees and of the Stockholders. He shall keep the book of blank Certificates of Stock, fill up and countersign all Certificates issued, and make the corresponding entries in the margin of such book on such issuance. He shall keep a proper transfer book, and a stock ledger in debit and credit form, showing the number of shares issued to and tranferrcd by any Stockholder, and the date of such issuance and tranfer. He shall countersign all checks drawn on the Treasurer, keep proper account books, and discharge such other duties as pertain to his office, and are prescribed by the Board of Trustees. ARTICLE IX. Books and Papers. The books, and such papers as may be placed on file by vote of the Stockholders or Trustees, shall, at all times, in business hours, be subject to the inspection of the Board of Trustees, of any Stock- holder, and of the creditors of the Company. ARTICLE X. Superintendent. A general Superintendent shall be elected by the Board of Trustees, ■when thej shall deem proper, and be removable at their pleasure. He shall have charge of all the works of the Company, and shall appoint such engineers, artisans and laborers as may be found necessary ; he shall report to the Board in writing, at least once a month, on the condition and requirements of the works. All con- tracts for work to be done, or materials furnished, shall be let un- der the supervision of the President and general Superintendent ; but before any work or contract shall be entered into, involving an expenditure to exceed five thousand dollars (15,000,) it must be authorized by a majority of the Board of Trustees. The general Superintendent shall also examine all accounts for work done or materials furnished under his supervision, and certify to the same before they are presented to the Board for action thereon. AKTICLE XI. Compensation of President. The President may receive a compensation, the amount of Avhich, and the time when it shall begin, shall be fixed by the Trustees, but no other Trustee shall be paid. The traveling expenses of the President and Trustees, when actually engaged in the business of the Company shall be audited and allowed by the Board. ARTICLE XII. Contracts. No contract by any ofliccr of the Company, involving a liability or expenditure to exceed -15,000, shall be valid, without the previous approval or subsequent ratification by the Board of Trustees. IJ Y - L A W S ARTICLE XIII. Certificates of Stock, Certificates of Stock shall be of such form and device as the Board of Trustees may direct, and each Certificate shall be signed by the President and countersigned by the Secretary, and express on its face its number, date of issuance, the number of shares for which, and the person to Avhom it is issued. Several Certificates may be issued to the same person, provided that, in the aggregate, they do not exceed the number of shares belonging to such person. The Certificate Book shall contain a margin, on -which shall be entered the number, date, number of shares, and name of the person expressed in the corresponding Certificate. ARTICLE VIV. Transfer of Stock. Shares in the Company may be transferred, at any time, by the holder thereof, or by attorney, legally constituted, or by their legal representatives ; but no transfer shall be valid until the sur- render of the Certificate, and the acknowledgment of such transfer on the books of the Company. The surrendered Certificate shall be canceled by the Secretary before a new Certificate is issued in lieu thereof; and provided, also, that no transfer of any shares of stock shall be valid upon which any assessments are then due and unpaid, or the holder of which is indebted to the Company upon any account whatever, until such assessment or debt is paid, or arranged to the satis- faction of the Board of Trustees. ARTICLE XV. Mci'tings. The Annual Meeting of the Stockholders shall be held on the third Tuesday in June, at the office in San Francisco. :?()76;57 16 BY-LAWS. All meetings of the Stockholders shall be called hj a notice published for two weeks in a daily paper in San Francisco, and by a like notice in some paper published at the nearest point to the canal of the Company. No meeting of the Stockholders shall be competent to transact business unless a majority of the stock is represented. In case there be no majority at the Annual Meeting, a similar notice shall be published, calling another meeting within thirty days thereafter. ARTICLE XVI. Vo ting . At all Corporate Meetings, each Stockholder, either in person or by proxy, shall be entitled to as many votes as he OATns shares of stock. Such proxy shall be in writing, and filed with the Secretary. ARTICLE XVn. Amendme7its . These By-Laws may be altered or amended at any Annual or other regularly called meeting of the Stockholders of the Com- pany, by a majority of the stock there represented. » 288 ONIVBHSn V nf.' CALIFORNIA LOS ANGELES LIBRARY UC SOUTHERN REGIONAL LIBRARY FACILITY AA 001 007 593 5 \ J J •''' / /"t •V- V V