Document JNQKj7brRYwwYw4Z2BNbXgMdv

inees as may come before said meeting. Dated, March 31, 1909. Frederick Hoff Richard C. Hunt Kelson W. Runnion. The Certificate of Incorporation is as follows: CERTIFICATE OF IHCORPORATION of INTERNATIONAL SMELTING- k REFINING COHPAKY. WE, THE UNDERSIGNED, in order to form a corporation for the pur poses hereinafter stated, under and pursuant to the provisions of the act of the Legislature of the State of New Jersey, entitled "An Act Concern ing Corporations (Revision of 1896)*, and the acts amendatory thereof and supplemental thereto, do hereby certify as follows: FIRST: The name of the corporation is INTERNATIONAL SMELTING k REFINING COMPANY. SECOND: The location of its principal office in the State of New Jersey is at No. 243 Washington Street, in the City of Jersey City, Coun ty of Hudson. The name of the agent therein and in charge thereof, up on whom process against this corporation may be served, is New Jersey Corporations Agency. THIRD: The objects for which the corporation is formed are: _ 1. To carry on as principals, agents, commission merchants, consignees, or in any capacity whatever, the business of mining, milling, concentrating, converting, smelting, refining, treating, preparing for market, manu facturing, buying, selling, exchanging, and otherwise pro ducing and dealing in, gold, silver, copper, lead, zinc, brass, iron, steel, coal, oil and salines, and all kinds of ores, metals and minerals, and in the products and by-products thereof of every description, by whatsoever process the same - are, or may hereafter be, produced; and generally, and with out limit as to amount, to buy, sell, exchange, lease, acquire and deal in, lands, mines, and minerals,rights, and claims, and in the above specified products, and to conduct all bus iness appurtenant thereto. ' N11019 pKtCOOOO<.2U 2. To purchase or otherwise acquire, own, buy, sell, exchange, deal and traffic in, standing timber and timber lands, to buy, cut, haul, drive, exchange and sell, timber and logs, and to saw, and otherwise prepare the same for market, and to btv, manufacture, exchange, and sell, lumber, bark, wood, pulp,, and other materials, and all articles and products made therefrom, or consisting thereof, in whole or in part, and generally, to carry on as principals, agents, commission merchants, consignees, or in any other capacity whatever, any business appurtenant thereto, or any oth er business, mercantile or otherwise, which in the judgment of the corpor ation may at any time be conveniently conducted in conjunction with any of the matters aforesaid. 3. To purchase or otherwise acquire, and to hold and improve, mortgage, lease, sell and convey, real and personal property within or without the State of Hew Jersey. . 4. To acquire, own, lease, occupy, use, or construct, bridges, buildings, machinery, ships, boats, engines, cars and other equipment, railroads, docks, slips, elevators, waterworks, gas works, electric works, viaducts, aqueducts, canals, and other waterways, and any other means of transportation, and to sell the eame or otherwise to dispose thereof, or to maintain and operate the same, exoept that the corporation shall not maintain or operate any railroad or canal in the State of New Jersey, nor shall the corporation engage within the State of New Jersey in any bus iness under this paragraph, or under any other paragraph, of this Certif icate of Incorporation, which shall require the exercise of the Right of Eminent Domain within the State of New Jersey. ` 5. To appropriate, or otherwise to aoquire, water rights' and priv ileges, and to engage in the business of supplying and conducting water for irrigation and other purposes, and to acquire and develop, water, electrical, or any other kind of power, for its own purpose, or for sale to others, and to aonstruot the necessary plants, works, and appliances for the transmission and delivery thereof. 6. To apply for, obtain, register, purchase, lease, or otherwise to acquire, and to hold, use, own, operate, and to introduce and to sell, assign, or otherwise to dispose of, any trade marks, trade names, patents, inventions, improvements, and protection, used in connection with, or se cured under Letters Patent of the United. States, or elsewhere, or other wise, and to use, exercise, develop, grant licenses in respeot of, or otherwise to turn toi account any such trade marks, patents, licenses, pro tections, and the like, or ary such property or rights. 7. To engage in any other manufacturing, mining, construction, or transportation business of any kind or character whatsoever, and to that end to aoquire, hold*' own, and dispose of, any and all property, assets, stocks, bonds, and rights of any and every kind. 8. To purchase or otherwise aoquire, and to hold, sell, mortgage, pledge, exchange or otherwise dispose of, bonds, mortgages, debentures, obligations or shares of the capital stock of any corporation, whether domestic or foreign, and to exercise, with respect to all such property, all the rights, powers and privileges of individual owners thereof, and also to purchase, hold and reissue the shares of its own capital stock. 9. To guarantee the payment of dividends upon the stock of any corporation held, in whole or in part, by the corporation, and to guar- ptttC000<*>2U antes the payment of the interest or principal of any bonds, debentures or other obligations issued by any corporation, association, partnership or individual, with which the corporation may have business relations, or in whose property it may be interested; and generally, to aid, in any manner, any such corporation, association, partnership or individ ual . 10. To cause or allow the legal title, estate and Interest in any property, acquired or controlled by the corporation, to remain or be vested or registered in the name of or managed by any other corpor ation, association, partnership or individual, upon trust for or as agents of the corporation, or upon such other terms or conditions as to the Board of Directors of the corporation may seem advisable. 11. To purchase or otherwise acquire, and to carry on all or any part of any business similar to that in which the corporation may be engaged and to assume, alls obligations and liabilities connected with any such business, and to pay for ary such business in cash or by issuing the stock or obligations of the corporation therefor. 12. To utilize and employ all forms of motive power and means of transportation which may be desirable or convenient in connection with the business of the corporation; but this shall not give the corporation power to construct or operate railroads in the State of New Jersey. 13. To act as the general agent for corporations or in dividuals in the issue; of their capital stock, bonds, notes, or other obligations, In the manufacture and disposition of prop erty, and in financial transactions of every kind; and, generally, to transact any lawful business whatever, which may be per mitted by the said Act Concerning Corporations (Revision of 1896), and the acts amendatory thereof and supplemental thereto. 14. To eonduot the business of the corporation in this state and in other states, territories and-possessions of the United States, and in foreign countries, and to have one or more offices without the State of New Jersey. 15. Without in any particular limiting any of the objects and powers of the corporation, it Is hereby expressly declared and provided that the corporation shall have power to issue bonds and other obligations in payment fof property purchased or acquired by it, or for any other object in or about its business; to mort gage or pledge any stocks, bonds of other obligations, or any prop erty which may be acquired by it, to secure any bonds or other ob ligations by it issued dr Incurred; to guarantee ary dividends, or bonds, or contracts, or other obligations; to make and perform contracts of any kind apd description; and in carrying on its bus iness, or for thi purpose of attaining or furthering any of its obJoata, to do any and all other aots and things, and to exercise any and all other powers whloh a copartnership or natural person could ' do and exercise, and which now or hereafter may be authorized by law. FOURTH: The total authorized capital stock of the corporation is FIFTY WTT.T.Tnw DOLLARS ($50,000,000.), divided into FIVE HUNDRED THOUS AND SHARES (Shs. 500,000) of the par values of ONE HUNDRED DOLLARS PNYC00006213 ($100.) eaoh. The amount of the capital stock with which the corporation will commence business Is Twenty-five thousand dollars (#25,000.). FIFTH: The names and post office addresses of the incorporators, and the number of shares of stock subscribed for by each, are as follows; mm Frederick Hoff Rlohard C. Hunt Nelson W. Runrilon P.-O. ADDRESS 405 W. 118th St., N.Y.City, N.Y. 135 E. 40th St., N.Y.City, N.Y. 35 W. 64th St., N.Y.City, N.Y. SHARES 208 1 STYTH: 250 The duration of the corporation shall be perpetual. SEVENTH: The following provisions for the regulation of the business and the conduct of the affairs of the corporation are hereby adopted: 1. The number of directors shall be fixed, from time to time, by the Bylaws, and, if more than three, shall be some multiple of three. The directors shall be classified with respect to the time for which they shall severally hold office, by dividing them into three classes, each consisting of one-third (1/5) of the whole number. At the first meeting held for the purpose of eleotlng directors, those of the first class shall be elected for a term of one (1) year, those of the second class for a term of two (2) years, and those of the third Class for a term of three (3) years; and, at each annual eleotion, the successors to the class whose terms shall expire in that year, shall be elected for a term of three (3) years, so that the term of office of one class shall expire in each year. In case of any increase in the number of direc tors, the additional directors shall be elected in the manner provided by the Bylaws by the directors, or by the stockholders at an annual or special meeting; and one-third (1/3) of their number shall be elected for the then Unexpired portion of the term of the directors of the first class, one-third (1/5) for the unexpired portion of the term of directors of the second class, and one-third (1/3) fox the unexpired portion of the term of the directors of the third class; so that each class of direc tors shall belncreased equally. In case of any vacancy in any class of directors, through death, resignation or otherwise, the Board of Directors may elect a successor to hold office for the unexpired portion of the term of the director whose office shall be vaeant, and until the election of a successor. The Bylaws may prescribe the number of directors necessary to con stitute a quorum, which number may be less than a majority of the whole number of directors. 2. As authorized by the act of the Legislature of the State of Hew Jersey, passed March 22, 1901, amending the seventeenth section of the Act Concerning Corporations (Revision of 1896), any action which re quires the consent of the holders of two--thirds of the stock at ary meeting af ter notice to them given or required their consent in writing to-be rilea, may be taken upon the consent of and the consent given and filed by the holders of two-thirds (2/3) of the stock represented at such meeting, in PNVC0000621< \' ' ' 'I person or by proxy. 3. The Board of Directors, by the affirmative vote of a majority of the whole Board, may appoint from the directors an Executive Committee, of which a majority shall constitute a quorum; and to such extent as shall te provided in..the Bylaws, such committee may exercise all the pCwdrs of the Board, including the power to cause the seal of the Com pany to be affixed, to ary papers executed by it. 4. The Board of Directors may appoint one or more Vice Presidents, one or-mdre Assistant Treasurers,, and one; Or more Assistant Secreta ries; and to. the extent provided in the Bylaws, the persons so ap pointed, respectively, shall have, and may exercise, all the powers of the: President, Treasurer, and Secretary, respectively. 5. The Board of Directors shall have power, without the assent or vote of the stockholders, to authorize the execution of any mortgage or other liens upon the real and personal property of the corporation, or any Of It, for the purpose;; of securing the pajnnent of its bonds or other obligations. ' 6. Pursuant to the vote of the holders of a majority of the capi tal stock of the corporation, issued and outstanding, at a meeting of the stockholders, duly convened, the Board of Directors shall have power and authority to sell, grant, convey, assign and transfer the entire property of the corporation. 7. The Board of Directors shall have full power from time to time, to fix and determine and to vary the amount of the working capital of the corporation; to determine whether any, and, if any, what part of any accumulated profits shall be deolared in dividends and paid to the stockholders; to determine the time or times for the declaration and payment of dividends; and to direct aai to determine the use and disposition; of any surplus or net profits over and above the capital stock paid in. S. The Board of Directors, from time to time, shall determine whether, to what extent, at what times and places, and under what con ditions and regulations, the accounts and books and papers of the cor poration, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or paper of the corporation, except as expressly con ferred by statute of the State of New Jersey, or authorized by the Board of Directors, or stockholders. 9. The Board of Directors may make Bylaws, and, from time to time, may alter, amend, or repeal the same, but any such Bylaws may be al tered or repealed by the stockholders at any annual meeting, or at any special meeting, provided notice of such proposed alteration or repeal be included in the notice of the meeting. 10. Dpon any increase of the capital stock, the Board of Directors * may, before the issue of ary part thereof, determine whether the same or any portion thereof shall be offered in the first instance to the existing shareholders, in proportion to the amount of capital stock held by them, or they may make any other provision as to the issue and allotment Of the new shares which may to them seem advisable; and to the extent that they may determine that the new shares will not be allotted to the existing shafeholders, such shares may be dealt with ( PNYC00006215