Page:Acts, Resolutions and Memorials, Adopted by the First Legislative Assembly of the Territory of Arizona.djvu/44

38 Said company shall keep such book or books as are necessary, and do show, 1st. Their property, rights, claims, debts, and credits, as near as practicable; 2d. Showing the name and number of shares owned by each stockholder, with marginal notes referring briefly to any liens or hypothecations of the same, as may have been properly notified to the secretary of said company in writing; 3d. A brief record of all the orders made, officers elected or appointed, with duties to which they may be respectively assigned, or other agents, either at meetings of the stockholders or of the board of directors. The book or books required by subdivisions one and three of this section, shall be open on proper demand therefor to all stockholders, and the book or books required by subdivision two of this section, shall be open to all persons interested, on proper demand made therefor, at the office of said company.

The capital stock of said company shall be two hundred thousand dollars, divided into shares of such sums as the company may elect, which capital stock may be increased to any amount not to exceed five hundred thousand dollars, by a two-third vote of the stock, at a meeting called for that purpose; said stock shall be divided into shares of such sums as the company may elect, and each share shall be entitled to one vote at all meetings of the stockholders, and may be represented and voted in the absence of the true owner by any one holding a written proxy from the party in whose name the stock stands on the books of the company, or who shall appear therefrom, or from other lawful authority, to be the legal representative of such owner.

There shall be an annual meeting of the stockholders of said company for the election of a board of directors, and the transaction of such other business as may come properly before them; the first of which meetings shall be held at Prescott, in this Territory, after due notice thereof shall be given for the purpose in the Territorial paper, and at which a board of directors shall be elected, and the transaction of such other business as is necessary to organize and set in motion said company. Such other meetings may be had, and in such manner as the stockholders shall direct; provided always that ample and sufficient notice be given thereof.

There shall be a board of directors elected by the stockholders of said company, to consist of three stockholders, one of whom shall be the president of said board, and shall be so designated by at least a plurality of the votes of said company, at such meeting as the election of the board shall be had; vacancies occurring in said board from any cause may be filled at call meetings of the stockholders. The members of said board shall hold their offices for one year, and until their successors are elected and qualified, unless removed from office for mismanagement or fraud. Said board shall exercise such powers, and perform such duties, as may be prescribed by the stockholders at their annual meetings.

The officers of said company shall consist of a president, secretary, treasurer, superintendent, and such other and additional officers and agents as the business affairs of the company may from time to time require. The president shall be a stockholder and director, and may also be superintendent, and the offices of secretary and treasurer may be held by one and the same person.

All notices of meetings of stockholders required by this act, shall