The Holbrook news., October 18, 1912, Image 2

About The Holbrook news. (Holbrook, Navajo County [Ariz.]) 1909-1923

Image provided by: Arizona State Library, Archives and Public Records; Phoenix, AZ

                
"1
f
Certificate of Incorporation E. Macdonald, all of the city and
of The Mountain States
Telephone and Tele
graph Company.
KNOW ALL MEN BY THESE
PRESENTS, That WHEREAS,
pursuant to the provisions of the
statutes of Colorado relating to
the consolidation of corporations,
the directors of The Colorado
Telephone' Company and Tri-
State Telephone and Telegraph
county of Denver and state of
Colorado, do pursuant to the
statutes in such cases made and
provided, and in accordance with
the action taken by the directors
and stockholders of The Colorado
Telephone Company and The
Tri-State Telephone and Tele
graph Company, and the action
of the directors at the joint meet
ing as aforesaid, do hereby make
and excute in CENTUPLICATE
Company, both being corpora- this certificate in writting of our
tions organized under the laws intention to become and to or-
of the State of Colorado, did at ganize a body corporate, as by
meetings held respectively on said laws provided: and 'we do
the 31st day of May, A. D. 1911 further certify:
and the 29tb day of May, A. D.
1911. call a meeting ot the stock- The corporate name and style
holders of their said respective 0f our sajd corporation shall be
corporations to be held on the THE MOUNTAIN STATES
17th day of July, A. D. 1911, for TELEPHONE AND TELE
the purpose of considering a pro- GRAPH COMPANY
position to consolidate the said
companies; and
WHEREAS, at said meetings
the stockholders of said compan
ies respectively did, on said last
mentioned date, by a vote of
more than three fourths of the
stock of each company, respect
ively and severally, approve of
the written proposition of con
solidation of The Colorado Tele
phone Company and Tri-State
Telephone and Telegraph Com
pany, by uniting the properties
and concerns of said corpora
tions; and
" WHEREAS, the directors
II.
The objects and purposes for
which said company is incorpora
ted are:
(1) To
telephone
telegraph
messenger
carry on s
business, a
business, a
business,
i genera
genera
genera
and any
business involving the transmis
sion of intelligence by electricity,
in the state of Colorado, and in
any other state or territory or
colony of the United States, or
. of anv foreign country, and
particularly in the states o:
. - t i i r
of Utah, Wyoming, laano, aion
The Colorado Telephone Com- tana, Arizona and JNew Mexico
nanv did. on the 17th dav of (2) To construct, lease, pur-
July, A. D. 1911. elect E. B. chase by deed, conveyance, as
Field. E. M. Bunress. PhiliD signment or otherwise acquire,
Feldhauser. Edwin S. Kassler. and to establish, hold own. main
Crawford Hill, W. L. Graham
and A. V. Hunter, as its propor
tion of the directors to manage
the affairs of the consolidated
company; and
WHEREAS, the directors of
The Tri-State Telephone and
Telegraph Company did, on
the 17th day of July, A. D. 1911,
elect Edw. B. Field, Jr., Philip
Hamlin, and J. E. Macdonald as
its proportion of the directors to
manage the affairs of the consoli
dated company; and
WHEREAS, at a joint meet
ing of the directors so,elected as
aforesaid, the said directors did,
on the 17th day of July, A. D.
liJll, elect Lu L. .Fhipps, Jr., as
a director of the said consolida
ted company, all directors so
elected to constitute a board of
directors for said consolidated
company; and
WHEREAS, at said joint meet
ing of said directors as aforesaid
the following persons were elect
ed as officers and to fill the office
set opposite their respective
names, to-wit:
President E. B. Field.
First Vice-President Edw. B
Field, Jr..
Secretary J. E. Macdonald!
Assistant Secretary Roderick
Reid.
Treasurer Edw. B. Field, Jr.,
Assistant Treasurer W. P,
Allen.
General Manager E. M. Bur
gess.
General Auditor Roderick Reid;
and
WHEREAS, the directors at
said joint meeting as aforesaid
designated E B. Field, E. M.
Burgess and Koderick Keid as
the three stockholders of The
Colorado Telephone Company, and
Edw. B. Field, Jr., Philiph Ham
lim and J. E. Macdonald as the
three stockholders of The Tri-
State Telephone and Telegraph
tain, operate, improve and ex
tend, telephone and telegraph
lines and systems, and telephone
exchanges, in the different cities
and counties of the state of
Colorado, and in any other state
or territory or colony of the
United States or of any foreign
country, and particularly in the
different cities and counties of
the states of Utah, Wyoming,
Idaho. Montana. Arizona
and New ' Mexico
and construct, lease,
purchase or otherwise acquire,
and to establish, hold, own,
maintain and operate, improve
and extend, telephone and tele
graph lines arid systems between
the different towns and cities in
the state of Colorado, and in any
other state or territory or colony
of the United States, or of any
foreign country, and particularly
in the states of Utah, Wyoming.
Idaho, Montana, Arizona
and New Mexico, and to
collect tolls and charges for the
transmission of messages or con
versations along, on or over said
lines or systems.
(3) To contract ior, acquire
by lease, purchase, deed, con
veyance, assignment or otner
wise, and to hold, own, maintain,
operate, improve and extend, the
physical property, exchanges,
wires, poles, conduits, apparatus
of every kind or character, busi
ness, franchises and all other
rights, whether accrued or ac
quired under or granted by con
stitutional, legislative or munici
pal enactment, or by general
laws or otherwise, of telephone
and telegraph companies, wher
ever or howsoever organized,
domiciled or operated, now or
nereaiter operated, located or
domiciled in the state of Colora
do or in any other state or terri
tory or colony of the United
States, or of any foreign country,
Company to sign and acknow- and particularly in the states of
ledge the certificate of incorpora
tion for said consolidated com
pany, prepared and approved by
said directors; and
WHEREAS, by the term of
said written proposition and a-
greement ot consolidation ap-
Utah, Wyoming, Idaho, Mon
tana, Arizona and New Mexico.
(4) To acquire by lease, pur
chase, condemnation, grant li
cense, assignment or otherwise,
rights of way upon, under, over,
above, through or m which to
proved as aforesaid by the stock- erect, construct, maintain, oper-
holders of said companies, the
consolidated company is to be
known as The Mountain States
Telephone and Telegraph Com
pany. NOW THEREFORE;
We, E. B. Field, E. M. Bur
gess, Roderick Reid, Edw. B.
Field, Jr., Philip Hamlin and J.
ate or hold, poles, wires, appara
tus or conduits for telephone and
telegraph wires, buildings and
structures, located or to be loca
ted in the different cities and
counties of the state of Colorado,
and in any other state, or terri
tory or colony of the United
States, or of any foreign country,
and particularly in the different
cities and counties of the states
of Utah. Wyoming, Idaho, Mon
tana, Arizona and New Mexico.
(5) To apply for, obtain, have
granted to it, hold, own, possess
and enjoy, franchises of every
kind or description, of or from
municipalities, towns, cities or
counties in the state of Colorado,
or in any other state or territory,
or colony of the United States,
or of any foreign country, and
particularly in the states of Utah,
Wgoming, Idaho, Montana, Ari
zona and New Mexico, and to
accept, receive, acquire, hold,
own ; possess and enjoy all rights
of whatsoever kind given, grant
ed or confirmed to telegraph or
telephone companies under the
constitution, statutes or general
laws of the state of Colorado,
or of any other state or terri
tory or colony of the United
States, or of any foreign country.
and perticularly of the states of
Utah, Wyoming, Idaho, Montana.
Arizona and New Mexico.
(6) To consolidate with tele
phone or telegraph companies,
whether organized under the
laws of the state of Colorado or
of any other state, territory or
colony of the United States, or
of any foreign country, and par
ticularly of the states of Utah,
Wyoming, Idaho, Montana. Ari
zona and New Mexico, and to
merge or consolidate with any
such company or companies, by
sale or otherwise, all of the
physical properties, franchises
and rights of every kind or char
acter, such consolidation or con
solidations to be accomplished by
private sale, by proceedings in
court, or under and by virtue ot,
but not repugnant to, the provis
ions of the statutes of laws under
which said consolidation is sought
to be accomplished, in any of the
states, terntones or colonies
herein mentioned.
(7) To effect a union with,
and to extend to and connect
with, any telephone exchange or
exchanges, telephone or tele
graph line or lines, or system or
systems, and to own, hold, main
tain and operate, either jointly
or alone, such connected or con
necting exchanges, lines or sys
tems in the state of Colorado and
in any other state, territory or
colony of the United States, or
of any foreign country, and par-
ticuly in the states of Utah, Wyo
ming. Idaho. Montana, Arizona
and New Mexico, and in order to
promote and effect the union of
the lines, exchanges and sys
terns in the state of Colorado
with the lines, exchanges and
systems in said states, termor-
tories, colonies and countries,
and particularly in the states of
Utah, Wyoming, Idaho, Montana
Arizona and New Mexico, wher
ever or however acquired.owned,
controlled, leased or operated,
this company may lease, sell and
convey its property, rights, priv
eges and franchises now owned
or hereafter acquired, or any in
terest therein, or any part there
of, to any telephone or telegraph
company organized under or ere
ated Dy tne laws ot this or any
other state, territory or colony
ot the united otates or ot any
foreign country, and may acquire
by lease, purchase or convey
ance, the property," rights, priv-
inges and franchises, or any in
terest therein, or any part there
of, wherever and howsoever ac
quired, owned controlled or op
erated, of any telephone or tele
graph company now organized
or hereafter to be organized un
der or created by the constitution
or laws of the state of Colorado
or any other state, territory or
colony of the United States, or
of any foreign country, and may
make payments therefor in its
own stock, money or property,
or receive payments therefor in
the stock, money or property of
the corporation to .which the
same may be leased, sold or con
veyed.
(8) To subscribe for, pur
chase or otherwise acquire, and
to hold, own, sell, assign, trans
fer, mortgage, pledge, exchange
or otherwise dispose of, the
shares of the capital stock, bonds,
securities or evidences of indebt
edness of any telephone or tele
graph or other company organiz
ed or created under the laws of
the state of Colorado or of any
other state, territory or colony of
the United States, or of any
foreign country, and particularly
of the state of Utah, Wyoming,
Idaho, Montana, Arizona and
New Mexico, and while the own
er of such stock, to exercise all
rights, powers and privileges of
ownership, includings the right
to vote thereon, and upon a dis
tribution of assets or division of
profits, to distribute any such
shares, bonds, securities or evi
dences of indebtedness, or the
proceeds thereof, among the
stockholders of this company.
sume or guarantee any liabilities
relating to the business or pro
perty, franchises, rights of every
kind or character, or business so
purchased, acquired or take over,
and likewise to issue stock for
services rendered to this com
pany, and stock issued in pay
ment for such property or ser
vices shall be full paid stock,
and not liable to any further call
or payment thereon, and in the
absence of actual fraud in the
transaction, the judgment of the
directors as to the value of the
property purchased or service
rendered shall be conclusiye.
such other places, either within
or without the state of Colorado,
and in such other states, and
territories, colonies of the United
States or of any. foreign country,
as in the judgment of the board
of directors may be neceassary,
convenient or proper, and said
board of directors shall have the
power, unless the laws of any
said states require otherwise, to
discontinue any of said offices so
established or to be establisned,
at its pleasure.
IX.
Meetings of the board of di
rectors may be held any place
either within or without the state
(14) The board of directors
may by resolution passed by a of Colorado, as may be provided
majority of the whole board, de- by the by-laws, and as well by
signate in the manner provided resolution of the board of direc-
in the by-laws, three or more of tors.
their number to constitue an ex- x.
ecutive committee, which com- The directors of this company
mittee shall act by a majority shall have the power to make
vote of a quorum, add shall, to such prudential bv-laws as thev
(9) To assign, sell, mortgage, the extent named in the by laws, mav deenrDroDer for the man-
encumber, pledge, transfer or have and exercise the manage- agement of the company, and to
otherwise dispose of, any right, 1 ment of the business and affairs change, alter, amend, modify or
privilege, franchise, bonds, se- of the company, subject, how- annul the same at pleasure; pro
curities, real or personal proper- ever, to the approval and direc- vided the said by-laws are not
ty, concessions, grants, profits tion of the board of directors. inconsistent with the laws of the
or general assets which it may (15) Generally to carry on or United States of America or of
acquire; to exchange its stock, undertake any and all business the state of Colorado
bonds or other property ot what- of the same general nature,
soever kind or nature, for tele- which from time to time seem to
phone exchanges, telephone and the directors of this company
telegraph equipment, telephone capable of being conveniently
and telegraph lines and systems, carried on in connection with the
above mentioned objects, or
calculated directly or indirectly
to render valuable or enhance
any of the company's privileges
or rights. i
, III. '
The lines of telephone and
telegraph of this company shall
begin at Denver, Colorado, and City and county of Denver.
shall pass into and through every I, Floyd F. Walpole, a notary
county in the state of Colorado public in and for said city and
and into and to all the cities and county in the state aforesaid, do
towns thereof, and out of the hereby certify that E. B. Field,
state of Colorado into the states E. M. Burgess, Roderick Reid,
of New Mexico and Arizona and Edw. B. Field, Jr., Philip Ham-
in whatsoever state, territory,
colony or country situated, and
for rights, privileges and franch
ises to construct, equip, operate
and maintain telephone and tele
graph lines and systems, in any
state or territory or colony of
the United States, or of any
foreign country.
(10) To acquire by lease, pur
chase, condemnation or other
wise, and to own, hold, sell mort-
. i 1 m
gage or otherwise dispose or,
real and personal property, as
may be necessary, convenient or
IN WITNESS WHEREOF, the
said parties have hereunto set
their hands and affixed their
seals this 17th day of July, A. D.
1911.
E. B. Field
E. M. Burgess
Roderick Reid
Ed. B. Field, Jr.,
Philip Hamlin
J. E. Macdonald
State of Colorado
(Seal)
(Seal)
(Seal)
(Seal)
(Seal)
(Seal)
ss.
proper for the successful conduct the states of Utah, Montana, lin, and J. E. Macdonald, who
of the business for which this Idaho and Wyoming and adjoin- are personally known to me to be
company is organized. ing states, and shall pass into the persons whose names are
-(ll) To borrow -money and and through every county of said subscribed to the foregoing -cer-
incur such indebtedness as in the states and territories and into tificate of incorporation, appear-
jndgment of its board of direc- and to all the cities and towns ed before me this day in person,
tors may be deemed necessary or thereof. and severally acknowledged that
proper in the conduct of its busi- IV. they signed, sealed and delivered
n'ess, and to issue its bonds, de- The capital stock of our said said insrument as their free and
bentures or other evidences company is fifty million ($50,000,- voluntary act for the uses and
of indebtedness therefor, 000.00) dollars, divided into five
arid to secure the pay- hundred thousand (500,000.)
ment thereof Dy mortgage or shares of the par value of one
deed of trust upon any or all of hundred ($100.00) dollars each,
the company's property, real, y.
personal or mixed, including any The number of directors of our
and all rights, privileges or sai corporation shall be eleven
franchises which it may own or íin. and e. B. Field. Edw. B.
Field, Jr., Crawford Hill. Edwin
S. Kassler, Philip Feldhauser,
W. L. Graham, A. V. Hunter, E.
M. Burgess, Philiph Hamlin, L.
C. Phipp, Jr., and J. E. Macdo
nald are hereby designated and
acquire.
(12) To take over, acquire,
purchase by deed, conveyance,
assignment or otherwise, and in
any manner acquire, control,
hold, own, maintain, operate.
purposes therein set forth.
Given under my hand and
notarial seal this 17th day of
July, A. D. 1911.
My commission expires Jan
uary 19th, 1915.
(Seal) Floyd F. Walpole,
Notary Public.
First publication Sept 27, 1912.
J. E. CROSBY
Attorney at Law
improve or extend, the telephone shall constitute the board of di
lin'es, exchanges and systems, rectors who shall manage the
franchises, rights of way, affairs of said company and serve
physical properties and rights for one year and until their suc
and privileges of every kind and cessors are elected and qualified,
character, owned or controlled yi. i
by the Rocky Mountain Bell ' The term existence of said cor-
Telephone Company in the states poration shall be twenty (20
of Utah, Montana, Idaho, Wyo- years.
Holbrook,
Arizona
ming or elsewhere, and to use
or operate the same in connec
tion .with or independently of
the properties and franchises of
this company, located elsewhere
than in said states, and to sell,
mortgage, lease or otherwise
dispose of any such physical pro-
VII.
The principal business of this
company shall be carried on in
the city and county of Denver,
and business may also be carried
on in every county of the state
of Colorado, and in such or all of
the counties of the states of
perty, franchises or rights so ac- Utah, Wyoning, Idaho, Montana,
quired or to be acquired. Arizona and New Mexico, and in
(13) To purchase, acquire such other states, territories or
and take over as a going concern colonies of the United States, or
or otherwise, and to carry on, of any foreign country, as to the
maintain and operate, all or any board of directors may seem
part of the property, franchises, necessary, convenient or proper,
rights of every kind and character VIII. I
or business, of any person, firm ' The principal office of this com-
or corporation, possessed there- pany shall be in the city and .
of, which can be incidentally used county of Denver and state of
for any of the purpose of this Colorado, but other offices may '
company, or ior carrying on any he. and. in case ot domicile in
business which this company is said states and territories, shall
authorized to carry on, and as be, established by the board of
the consideration for the same, directors in the states of Utah,
to pay cash or to issue any stocks, Wyoming, Idaho, Montana, Ari
debentures, bonds, or obligations zona and New Mexico, as maybe
of this company, and in connec- required by the laws thereof, and
with any such transaction to as- offices may be established at
C. H. JORDAN
Attorney at Law
' Notary Public
Holbrook, Arizona.
M. MICKELSON & SON
dealers in
Monuments
Cemetery Work
Headstones of all kinds
Correspondence Solicited
SNOWFLAKE -:- ARIZONA
DR. J. W. BAZELL,
PHYSICIAN & SURGEON
TELEPHONE IN MY OFFICE
Holbrook
Arizona
FOR SALE
SPECIAL IGNITOR DRY
1 CELLS FOR MOTORS,
' GASOLINE ENGINES,
ETC.
W. B. Woods
Holbrook Arizona
V