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S.itunlay, January. 2 H, 1905. rF.unri kd copy or CERTIFICATE OF INCORPORATION or - GEO. A. H EATON & CO. Registered with the Corporation Trust Com pany, Jersey City, Now Jersey. We, the undersigned, in order to form a cor poration for the objects and purposes and wit h the powers hereinafter stated, under and pur suant to the provisions of the. Act of the Legis lature of the state of New Jersey entitled, "An act concerning: corporations ( Revision of ISM)" nd the acts amendatory thereof an 1 supple mental thereto, do hereby certify as follows: First. The corporate name is Geo A. Bea ton fc Co. Second. The nature of the business and the objects arid purposes for which this Company is established, and which it is proposed to pro mote and carry on, as fully ana to the fame ex tent as natural persons might or could do, and an any part of the world. are as follows.naroely : As agent or principal, to buy, sell and other wise deal in the stocks, bonds and securities of other corporations, foreign and domestic, and, in general, to conduct and carry on a broker age and commission business; and to promote the incorporation, supervision and mainten ance of suitable companies, organized for like purposes, to operate in such states, uistricts or localities as may be determined upon with reference to each such local company. Either as agent or principal, to purchase, re ceive, hold, sell, own or otherwise deal in bonds, mortgages, debentures, notes, shares of capital stock and other seeurites, obligations, contracts, and evidences of indebtedness, of ny private, public or municipal corporation, or of the government of the United .States, or of any state, territory or colony thereof, or of any foreign state or country; to receive, col lee. and dispose of interest, dividends and in come upon, of and from any such bonds, mort gages, debentures, notes.shares of capital stock, securities, obligations, contracts, evidences of indebtedness aud other property held, man aged or owned by it, and to exercise in respect to all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all rights, power and privi leges of individual owners thereof; to do any aiud all acts and things tending to increase the value of the properties, assets or interests at any time held, owned, controlled or managed by the Company; to issue bonds and to secure the same by pledges, deeds of trust, mortgages or trust indentures of or upon the whole or any part of the property owned by the Company, and to sell or pledge such bonds for the proper corporate purposes of the Company in such manner and at such times as the Board of Di rectors shall determine; and, in the promotion of it's said corporate business, and to the ex tent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage And convey real and perconal property of any name, kind or nature, provided that nothing herein or in any part of these article of Incor poration shall give or be construed as giving to the Company the power of carrying on the business of an insurance, banking, trustor saving institution, as authorized by the laws of the state of New Jersey. IN FURTHERANCE AND NOT IN LIMITATION, Of the general powers conferred by the laws of New Jersey.it is expressly provided that this cor poration shall have the following powers, namely: To take, hold, own, deal in, mortgage, or othewise lien, and to lease, sell, exchange, transfer or in any other manner whatever dis pose of, real property, wherever situated. To manufacture, purchase, or otherwise ac quire, in any lawful manner, and to hold, own, mortgage, pledge, sell, transfer, or in any other manner dispose of, and to deal and trade in, goods, wares, merchandise and property of any And every class and description. To acquire the good will, rights and proper ty of any person, firm, association or corpora tion; to pay for the same in cash, the stock of this Company, bonds, or otherwise; to hold or in any manner dispose of the whole or any part of the property so purchased; to conduct in Any lawful manner the whole or any part of any business, so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, operate, introduce, and sell, assign, license or otherwise dispose of. any and all' trademarks, trade names, and distinctive marks, and all inventions, improvements and processes used in connection with or secured under Letters Patent of United states, or of any foreign coun try, or otherwise, and to use, exercise, develop, grant licenses in respect of, or otherwise to turn to account any such trade marks patents, licenses, concession, processes and the like, or Any such property, rights and information so Acquired, ana with a view to the working and development of the same, to carry on any busi ness, whether mining, manufacturing or other wise, which the corporation may think calcu lated directly and indirectly to effectuate the.se objects. To hold, purchase, or otherwise acquire, to sell, assign, transfer and market, pledge or otherwise dispose of shares ol the capital stock, l.onds or other evidences of indebtedness created by any corporation or corporations, And while the holder of such stock, to exercise all the rights and privileges of ownership, in cluding the right to vote thereon to the ex tent that a natural person might or could do. To purchase, lease, exchange, hire or other wise acquire, any and all rights, privileges, Fiermits or franchises suitable or convenient or any of the objects or purposes of its busi ness; to erect and construct, make, improve, Aid or subscribe toward the construction, mak ing and improving of mills, factories, store houses, building-!, roads, docks, piers, and oth er works. To guarantee the payment of divid ends or Interest on any shares, stocks, deben tures or other securities, or any other contract or obligation, issued by or entered into by any corporation whatsoever, whenever proper or aiecessary for the business of this corporation in the judgment of its Directors or Executive Committee. To make and enter into contracts of every sort and kind with any individual, firm associa tion, corporation, private, public or municipal, and with the government of the United States, cr any state, territory or colony thereof; or ''!. t,f f-.f . f;;. fr.. .f it ) '(( ' ''.' 1 1, ' -f i ,.f .,f !,.,.,, . i.t ,(,...,(,,.,,,, r , ( 1 ,ft ,,ff ... 1 1,, ((, "' ' ft ' itf i if i t'l.n .' r y tV.I(,t,t ; i 11, ; ( H4 f., m 1 iti. I l) f (, U, 1 1 frt 1 , (H " ''', ' '(!. '!.!. ,f , ') ! m-I '! (, ..i'.l.' Kill .' I . r rti i -- r y im.'k, or. , nf ' tot 't!'1. WHfMftM. ..!. , '! ('i f i r c, Mini oii.-r IM-if'-t't)iei. r .( m !.i I n t ro no n t -, o fir thw Mtri" mm' lit permitted by th" I ol th dtrtt" of N'-w .D-rs-jr. Jol-u r.nnds, xn l to or hypothecate the nnitf. aiil to n'liifK payment of the sm ido i by MiortKnne or otherwise ii oii all or anrof the prop rty of th' Corporation. ; To si ll or issue any or nil of it capital stock, j or any loud, debentures, or other evidences of j indebtedness authorised hy its Hoard of Diree- ' tors, in payment for the good-will, rights, busi- I tiens. persona! property, real estate, or leases thereon, ol any person, firm, association or cor poration, and the judgment of its Board of liretors as to the value of suet good-wl.l, rights, busi ness, real estate, or leases thereon, shall, in the absence of fraud, be conclusive To remunerate any person, person or corpor ation lor services rendered or to be rendered in placing or assisting to place, or guarantee- i inn the placing of any of the shares of the j Company's capital stock, or any debenture, j bonds or other securities of the company, in or j about the formation or promotion 01 the Com-1 pany, the selection and procurement of Diree-j tors for the conduct of its busi nes-. noon sue. i i terms a the Hoard of Directors or Executive Committee may determine and direct. To guarantee the payment of dividends or interest on any shares, stocks, debentures or other securities named by, or any other con tract or obligation of, any corporation when ever proper or necessary for the business of the Company upon such terms and conditions and in such manner as may be prescribed by the by-laws or by resolutiou of the .Hoard of Direc tors or Executive Committee. To hold, purchase, or reissue and sell the shares of its capital stock. to do all and e erything necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or which shall at any time appear conducive or ex pedient for the protection or benefit of the cor poration, either as holder of or as interested party in any property, and, in general, to car ry on any business, whether manufacturing, mining or otherwise, permitted by the laws of this state. To have offices and to carry on business with out restriction as to extent, state, place or country. To do any or all of the things herein set forth to the same extent as natural persons might or could do, arid in any part of the world, either as principals, agents, contractors, trustees or otherwise, aud either alone or conjointly with others. In general, to carry on, in connection with the objects, powers, purposes, and business above set forth, and any other business what soever, and with all tlie powers conferred by the laws of New Jersey upon corporations un der the act hereinbefore referred to. It is the intention that the objects specified in this Article shall, except where otherwise expressed therein, be in nowise limited or re stricted by reference to or by inference from the terms of any other paragraph or clause of this Certificate of Incorporation, but that the objects specified in each of the clauses of this Certificate, and the powers described in each of the paragraphs, of this Certificate shall be regarded as independent objects and powers. Third. T.-e stock of this company is of two kinds, to-wit: Common Stock ahd" Preferred Stock. The total amount of authorized stock is one million, five hundred thousand dollars (ll.fx.) 1,0ml) divided into fifteen thousand shares (1.5,000. of one hundred dollars (tloo each. Of the total authorized capital stock one million, two hundred and fifty" thousand dollars (?;, 250,000) will be common stock, and two hun dred fifty thousand dollars ($250,000. will be preferred stock. The preferred toek will hav? preference over the common stock in respect to dividends, and the holders thereof shall be entitled to receive in each year, out of the accumulated profits of the Company, in excess of any sum which shall have been fixed and reserved as work:ng capital, non-cumulative dividends of six per centum per annum, pay able quarterly, semi-annually or annually, as the Directors may, from time to time, deter mine, before any dividend shall be set apart or paid on the common stock of the Company. After dividends at the rate of six per Centum per aunum from the profits of the Company for any year have been paid upon the preferred stock, a dividend of not to exceed six per cent, per annum may be paid upon the common stock. After six per cent per annum has been declared and paid in dividends upon the pre ferred stock and six per cent per annum de clared and paid in dividends upon the common stock for any one year, any remaining profits for the year which, within the discretion of me tioarn, may oe ueciareu ana paiu as uiviu- j ends shall be paid upon the preferred and 1 common stock alike. I In case of liquidation or dissolution of the ' Company, the holders of preferred stock are j entitled to be paid in full up to the par value I of their preferred shares before any amount, is I pant to tne nomers 01 common stock. I lie Company may purchase and retire the pre ferred stoek, or any portion thereof, at any time after the first day of July 1907, by paying the holder or holders thereof the par val .ie and five per centum thereof in addition thereto. Provided, that in case any portion of such preferred stock shall be so purchased, the same shall be purchased from each holder, pro rut, in proportion to the amount held by him. The voting power of the Company is vested in the holders of preferred and common stock alike, aud all such holders shall be entitled to cast one vote either in person or by proxy for each share of common stock and one vote for each share of preferred stock held by him. Fourth. The management and control of the business, property and affairs of the cor- E oration shall be vested in and be conducted y a Hoard of Directors of not less than three (3) members, as fixed by the By-Laws, who shall be elected at the annual meeting of stockhold ers, except the first Board which shall be chosen at a meeting of the incorporators duly called and held in accordance with law. The officers of the Company shall consist of a President, Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, and such other officers as the Hoard of Directors may deem expedient. Both the officers and Directors shall hold their office for the period of one year from and after their election and qualification and until their successors are elected and qualified, unless sooner removed by the Hoard of Directors. The members of Directors shall have the right to fill any vacan cy oeeuring on the Hoard by death, resignation, increase in number or otherwise, and the per son or persons so elected to fill such vacancv ' or vacancies shall fill his or their office until the next annual meeting of the stockholders. The directors and the President and Vice-President shall be stockholders of record. PirTH. There shall be an executive commit tee of three members in the beginning, but said number may thereafter be changed ac ordmgtothe By-Laws of the Company. gUCh r .!, i J I.--. ,. (,..,;., f,. f t, !'f .!. ,! (.,. r.,.,i .rt.y fr Mm- .-r-'.'i i X:-f lot Ho t I . I ! I,, I , !,.,.' t t ' ' " I I' fill I I t,f I lie I',. in t I of idf. i f.f ...ii.,r Iv fl,,.f,, 'f H i !!.' if t.-rrn of mi r.e :.if t'ip f t .'( of one ' P mi, I'll,! ! !. i r !' I M lid V Ifi'M . 1 1 1 : j id I t fin K ( 'i t ; t " oiii rn I ( ! h H tin v" nd i-tiTi ii- U !h" j.uter of t ii' Con rd of m ri f or , ioomm rt n nor o m nf hi Hi'M M lll I I Irtll'o lie pfi'MI l hi aoy KlH li- i i.r other iriefu)i of the !o.i r I, and hll hV and pxeri'ise m 1 1 the power, of the i!ord of Direct, ,r. t ail lune when (lie Hoard shall not l.e I o "sslon, iiii-lndi ng tlx? po.ver to s'n the corporate n.iiiie and affix the corporate se o mis corporation to all papr which the Executive Committee shall deem to require it Sixth T. e Hoard of Directors, and when the Hoard is not in sess on the Executive Com mittee in addition to the powers and authority given by statute and by the By-Laws expressly conferred upon it, is hereby empowered to ex ercise all such powers and to do all such acts and things as may be exercised or done by this corporation, but subject nevertheless to the provisions of the Statute, of this certificate of Incorporation and to any regulations that may from time to time be made by the stockholders. Provided, that no such, regulation so ma le by the stock holders shall invalidate any provision of this Certificate of Incorporation, or any prior act of the Directors or Executive Com mittee which would have been valid it such regulation h ul not been ma ae. Skvb th. In furtherance and not in llcni tiit'on of the uowers conferred by statute and by this Certificate of Incorpor ttion the Hoard of Directors is exp essly aut o ized- To h ld their meetings, to have one or more omees, and to keep the l ooks of the oumpany within or without the stato of New Jer-ey ut sueh place in may ho imai timo totiairt design;!.!. 1 bv tlum; bu the Com pany shall always keep at its principal and rea'site ed office in New Jersey a transfer book in which the transfer of stock canba mane, entered aud registered, and also a book containing the names and addresses of the stockholders, aud the i.utuber of a are held by tuern resp ctivdy. which shall be at all tlnies d irlug business hours open to the inspection of the stockholders in person To determine fiora time t. j time whether, and, if allowed, u do what conditions an I regulations the tceounts and bo ks of he Com nun (other thtn the stock and transfer books) ur any of them, shall oo open to the inspection of thesto-kh ilderi.and the stock holders' rights in ibis respect ire and shall be restricted or limited accordingly. To make, alter, amend and rescind the y-Lavs of thrj Company to ii th-1 amount, to be re-erved as ao operating fund or work in capital, to fix the t.ime for the declara tion and payment of dividends, and to do te, mine tho amount of such dividends. To authorize and cause to bo executed b nds. debentures, and other securities or written evidences of indebtedness of the Company, and to authorize the execution of mortgages, iieu, or other contract obliga tions upon aud with reference to tho real and persju tl property of the Company, for the purpose of securing payment of such b mds, aeueutures, securities or writteu evi dences of iudeoledneas by the Company. Any officer elected or appointed by thj Board of Directors may be removed t any time by affirmative vote of a majority f the whole Hoard of Directors Any other oificer or employe of the Company tu iy bo re moved an time by a vole .if the Hoard of Director or by any Committee or superior otli :ers upon whom such power of removal may be conferred 0y the a -Laws or by vote of the Board of Directors. The Board of Directors may appoint not only other officers of the Company, but also j ..ae or more V lce-Hresldeu , one or more .vsistaut Treasurers, and one or more as sistant secretaries; and, to the extent pro vided in the By-Liws the persons so ap pointed, respectfully, shall h ve and may xorciso ail he powers f tn.j President, of the Treasurer, aud of tho Secretary respec tively. Either with the consent in writing or pur suaut to the affirmative voU of the holders of a majority of the stock issued and oat btauding t a stockholders' meeting Umy called lor that purpose, to sell, assign, trans fer, exchange or otherwise dispose of the property of the Company as ao entirety, or any part thereof, provided, alays a majori ty of the whole Board snail coucur thereiu. The Corxipauy may uss and apply itssur plus earnings or accumulated profits f jr the purpose of acquisition of property nd to the purchase aad acquisition of itsown capi tal stock from time to time, to such extent aud in such manner, and upon such term as its Boara of Directors shall determ ne; aud neither the prop rty nor tha Capital stock so purchased aud acquired shall be regarded as proa s for the purpose of ueclaratiou or pay ment of dividends unless otherwise deter mined uy a majority of the noard of Uirec turs, and the Ooiup uiy may re-j.ssue autt sell said stocK so acquired. The i o-poration reserve the right to amend, alter or repeal any provisions con tained in this Certilicite of Incorporation, in c o manner now or hereafter prescribed by statute, and all ri,ht-.eouferTeo on stock holders herein are granted subject to thu rese. vatiou. Righth. The private property ot the stooiiof ders shall uot oe subject to the pay ment of corporate debi,a to any extent whatever. Ninth. The registered office of the Cora pauy is No. 1. Exchange t'lace, Jersey City, iNew Jersey, and the Corporation Trust Com pany is designate as the agent therein, in charge thereof, and upon Whom process against this company may oe served. Tenth. The duration of tbls Company shall be unlimited. Eleventh. The names and post iflice ad dresses of the incorporators and tue uumoer of shares of stock for which severally aud jespectively wo do hereby subscribe itne ag gregate of our said suuserlp4ous being three thousaud dollais, is the amount of capital with which tho corporation wi 1 commence business), are as follows: Name PostofHce address No.of shares Jonn K. Turner. Basking Hodge, N. J. tj Kenneth lv. McLaren, i;tJ Clifton Place. Jersey city, N. j (j Louis B. Dailey, 40 Sandford St , East OrauKe, N..J II. O. Coughlau,i4 inarcy Ave., Brook lyn, N Y (j Joseph rtl- Mitchell, 35 Lombard? St, Newark, N. J r We the undorsigued, do respectfully sub scribe for the shares of cipital stock of the ompany and Hgree io take and pty for said shares as above set forth opposite our re. speoive iiames. I t lHI!',f'tl UllliOl, ,),, i, ,v I..,,-..,, " f i r ! i ft f 4 ,i nd i f n i ), 1 f if 1 1 . f i.t j i.) f f'Mfi I; Ti'UVf u f I. P N f, I fl K. VI. f, H ISl.N. I, . , h: ! h inil.l.V l. ( 'i'f,fM,A , f, .Di-p,fJM M M! r. llo.I.I, I,. S M'.'i.ei), ve iled (fi.J flellvred tfi tlo' pre- foice of il irry V, M.-cn. ." rTR "T N w .1 . v, i County of lloiUui ( He it reini-'nlu.rf'l, tli at lht on lhlslt da v of .Dtlv I "Ol. lMforn t'o" uriderditnd. Hr-i'nril!y nppeared f.'ihn It. Turner, Ken neth K. .dcLarcn, Ihmiw B I-llev, II. (I. Coiu'hian and .lnpli M Mitchell, who, I am satUlln I. aro the person named In and w ho executed the foroolng Certificate, and I having first made known to t hern, and to each of then, the co"tenti thereof, they do each acknowledtfo hat tht-y staned setled and delivered the same as their voluntary act and deed. , , MAKI1Y W. ME EN, SEA L ! Commissioner of Deeds for , ' New lersey. Rwjitrb n In the oftVe of the Company at Jersey city, In the County of Hudson, this 1st dy of July Wi. THE CORPORATION TRUST OM PANY, Realstered Agent. By KENNETH K. McLAREN, Treasurer, EvDonsifi): "Reco'ved In the Hudson Co., N. J , ''lark's olce July 2nd, A. 1). IWH, and recorded In the Clerk's record No. .... on page .... MAURICE J. STACK, Clerk. Tiled and ruckued July 2. nil. 8. D. DICKINSON, Secretary of State." Statk of Nkw Jkhsky, ( Department of .State f T, S. D. I)ickin-o-. Secretary of State for the State of New Jersey, do hereby certify t hat the forcioing is a true copy oi the Cer tificate of Incorporation of "Geo. A. Beaton & Oo." and 1 he endorsements 'hereon, as the sani Is taken from and compared with t he origi nal ft - d in my ottl on the second day of .Inly 1W)1 and now remaining on file aud of record therein. I Ttim nv lViiKr. I have hereunto et mv h tid and a'Hx d my seal at Trrtnioa, this thirtieth day of November, A. . 19JL S. O. DICKINSON. Secretary of State. SEAL Tkh'tohy OF AHI'.ONA, County of Santa Cru2 ss I hereby certify that the within instrument was tiled and r""ordd at the request of S. L. Klngau, Dec. Zir, m. at a m , book pages. tit seq. WI ness my hand and official seal tue day and year aforesaid. PHIL HEROLD. County Recorder, A.MENPRD CERTU'ICTK OF ISCOKPOKATtON OF Geo. A. Heaton .t Co., Cuauged to The Mowbv Mines Company-. We, the utt'lersigneil, in order to form a cor poration (or the purposes hereinafter stated, under aud pursuant to the provisions of an Act of the " Legislature of the State of New Jersey, en titled "An Act Concerning Corpor ations" Revision of and the acts amend atory the ret , do hereby certify as follows: article I The corporate name is THE MO WHY MINK COMPANY. Article II The objects for which the corpor ation is established are: To locate, buy, lease, hold, sell, improve and develop and operate mines and mining prop erties and to pledge, mortgage or oinerwise deal in the same or any leases, options or bonds thereon. To quarry, smelt, refine, dress, amalgamate and prepare for market and to market ores, metals and mineral substances of all kinds, and to carry on any operations which may seem conducive to any of the Company's objects: to buy, sell, manufacture and deal tn minerals, plants, machinery, implements, conveniences, provisions and things capable of being used in connection with in.nlng oper ations, or required by workmen and others employed by the corporation; to buy, cons truct, lease, sell, convey, man tain, improve, manage, wori aud superintend any roads, bridge", ways, rese voira, water courses, wharves, ramways or railroads in so far as it may be iawfti. so to do: to buy, construct, lease, sell, convey, mau'aiu, improve, manage, con trol and superintend furnaces, smelters, con centrators, mills, crushling'worky, hydraulic works, works, factories, warehouses and other conveniences which may seem directly or in directly conducive to any ol the objects of the Corporation, and to contribute to, subsidise or otherwise aid or tal e part in any such opera tions. To take, acquire, own, hold, sell, lease, ex change, mortgage, pledge, improve, aud other wise deal in real estate, town-sites and divis ions, lots and subdivisions thereof, and to erect thereon, aud lease, manage, sell or convey hous s, stores, or other buildings, and to make aud lnaiitaiii ah other neccary or desirable improvements in connection therewith; also to purchase, seil, exchange, aud otherwise deal in alt kinds of personal property, merchandise, goods and chattels. To do all tilings Incident to or advantageous in the carrying on of either or all of the said objects or purposes above stated. To issue bonds, and to scl. or hypothecate the satue, and to secure the payment of the same by mortgage or otherwise upon all or any of the properties of the corporation. To make any and all contracts, acquire and transfer any and all species of property, and to possess the same powers in such respects as private individuals now enjoy. To hold, purchase and otherwise acquire, and to sell, exchange, mortgage, pledge and otherwise deal in the bonds, mortgages, notes, debentures, shares of capital stoek and other securities and obligations of any private cor poration; aiso to receive, collect and otherwise dispose of interest, dividends, or income from any of t e properties, held, owned or acquired by the Company, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock and other securities ami oh igations all the rights, powers, and privil eges of individual owners thereof, including the right to vote upon any shares of stojk held by it to the same extent that a natural person might or could do, and generally to have all the rights, powers and privileges to do any and all thUigs incident or advantageous to the carrying out of any of the objects and purposes hereinbefore mentioned. Continued on page 11.