Document MGJ1m56m6j2YKp4DxjRnYXxr9

j' 1 . It ^~ Signed, sealed and delivered in tha presence of A. J. Shores. Frederick Hoff. (Seal) : Mr. Hunt thereupon submitted to the meeting a code of Bylaws for the i | direction and conduct of the business and affairs of the Company, and moved their adoption. Such proposed Bylaws were thereupon read to the meeting, and upon motion of Mr. Hunt, they were duly adopted section by section. On motion of Mr. Hunt, it was ORDERED: That the Bylaws so adopted be spread upon the min uted of the meeting. The Bylaws adopted are as follows: B.Y-r.L.A-f.a of the INTERNATIONAL SMELTIHg & HBPIHIHO COMPANY ABTICL&I. Offices. The general office of the Company shall be at Jersey City, New Jersey. Annual Meetings. Inspectors ABTICIE-.IL' Stockholders. Section 1. A regular annual meeting of the stockholders shall be held on the first Tuesday of June at eleven o'dock a. m., in each year, at the office of the Company in Jersey City, New Jersey, for the eleotlon of directors, and for the transaction of any business whioh may be brought before the meeting. Notice of such meeting shall be mailed to eaoh stockholder, at his last address appear ing upon the books of the Company, not laaa than ten days, nor more than twenty days before suoh meeting. Seo. 2. The election of Directors at the stockholders' meeting shall se managed by two lnspeotore of eleotlon who need not be stookholdere, and, except TS11080 PNYC00006216 at the first election, must not be directors or candidates for directors of the Compary. The Inspectors shall be appointed by the stockholders at eacl annual meeting to manage, the election for such meeting. Polls. Sec. 3. The polls shall be open at 11:30 a, m. and shall continue open for one hour. Special Meetings. Sec. 4. Spealal meetings of the stockholders may be called at any time by the Board of Directors in their discretion. The Secretary shall j call special meetings of the stockholders whenever requested in writing so to do by the owners of at least one-fourth of the outstanding capital stock. Sec. 5. Special meetings of the stockholder8 shall be oalled only up on notice, served, either personally upon every stockholder, or sent by mail to the address of such stockholder recorded upon the books of the Company, Notice, Time and Service. which address it shall be the duty of the Secretary to take when stock is j first issued, and to correct, from time to time, at the request of such stockholder for himself. Such notioe must be thus served or mailed not less than five nor more than twenty days before such meeting, except that by written consent of all stockholders, such notioe may be shortened or entirely waived. Sec. 6. The notioe of a speolal meeting must specify the business to Notice, What to Specify. be considered at suah meeting; and no other business shall be taken up or aonsidered at suoh meeting, unless the owners of a majority sf the en tire oapital stock are present and unanimously consent thereto. Sec. 7.' The presence of holders of a majority of the outstanding cap Quorum. ! i ital stock, either in person or by proxy, shall be necessary and sufficient to constitute a quorum of the stockholders at any meeting, but less than a quorum may ^adjourn, from time, to time, and thereby continue the session of the meeting so adjourned. A chairman shall be appointed at such meeting before it proceeds to business. Each Share en titled to one vote. Sec. 8. Every stockholder shall be entitled to one vote, at all meet ings and elections, for each share of stock held by him. * PNYC00006217 1 ARTICLE III. Directors. ' Sec. 1. The_bu3iness of the Company shall be managed and conducted by a Management of Company. Board of twelve directors, at least one of whom shall be a resident of Hew Jersey, to. be chosen by ballot at the annual meeting of the stockholders, as provided by the Certificate of Incorporation. Directors must, be stockhold- ] ers. 1 See. 2. Every director must, at the time of his election, be a bona fide holder of at least one share of the capital stock of the Company; and, when he .o ceases to be such, he shall cease thereupon to be a director of the Company. Vacancy, how filled. Sec, 3. When any vacancy occurs among the directors, it shall be filled by the remaining members of the Board. Sec. 4. Immediately after the annual meeting of stockholders, there shall be a meeting of the Board of Directors to elect officers for the ensuing year. ' Annual and : Regular Meet- I Regular meetings of the Board shall be held at such stated times and at such ings. i places as the directors by resolution shall direct.. In case the day appointed for the regular meeting falls upon a legal holiday, such meeting shall be held on the following day, at the same hour. Sec. 5. Special Meetings of the Board of Directors may be called at any time by the President or any two directors. The Secretary shall give notice of Special Meet ing of Dlreo tore, notice, of how served. each special meeting by mailing the same at least two (2) days before the meeting, or by serving the same personally or telegraphing the same at least one (1) day be fore the meeting, to each director, but such notice may be waived by any director unless otherwise indicated in the notice thereof. Any and all business may be transacted at a special meeting and at any meeting at which every director shall be present, even though without any notice, any business may be transacted. Sec. 6. Five (5) of the directors shall constitute a quorum, but less than Quorum, a quocum may adjourn fjom. time to time, and thereby continue the seeslon of the Contracts. meeting so adjourned. Seo. 7. Inasmuch as the dlreetoro of thie corporation are likely to be con- i PNYC0000621Q *T JWTIC1& IV- Officers: Election, Appointment, Duties, Powers, Compensation, etc,. Sec. 1. The officers of the corporation shall be a President {who must be a director) one or more Vice-Presidents, and also a Secretary, Assistant Election of Officers. Secretary, a Treasurer and an Assistant Treasurer, all of whom shall be chosen annually by the Board of Directors, at its first meeting after the annual elec tion;, and they shall hold their office until others are chosen and. qualified in their stead. The Secretary may also act as the Treasurer of the Company. A majority of all the directors present shall be necessary to elect. Additional Officers. Sec. 2. The Board of Directors may appoint such other officers as they shall deem necessary, who shall hare such authority and shall perform such du ties as from time to time may be prescribed by the Board of Directors. Sec. 3. The President, Vice Presidents, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer of the Company may be removed at pleasure by a vote of two-thirds of all the directors, at any meeting, or by a vote of Removal of Officers. a majority in value of all the stockholders, at a meeting especially called for ' ] that purpose. All other officers, agents and employees of the Company may ce i appointed and removed by the President, in his discretion, but they may also be removed at any time by the Board of Directors; and they shall perform such duties as shall be aasigned to them by the President or Board of Direc tors. "' Vacancies, jhow filled, Sec. 4. Any vacancy occurring in any office shall be filled by the Board of Directors. Sec. 5. The President shall preside at all the meetings of the Board President, duties of. of Directore, shall have general control of all affairs and business of the Company, subject to the approval of the Board of Directors, shall execute all I contracts in the name of the Company, which he may be instructed to sign by the Board of Directors, and Jhall at each annual meeting preeent a written report of the business and affaire of the Company, and shall in general have PN>TCC006219 all th* powers usually appertaining to the President of a corporation.. Un i. | less otherwise ordered by the Board of Directors, the President of the cor- i ' '! j poration shall hare full power and authority in behalf of the corporation ! to attend all and to rote at any, meetings of stockholders of any corpora- j tion In which the Company may hold stock, and at any such meeting shall poe sess, and may exercise, any and all rights and powers incident to the own ership of such stock, of which, as the owner thereof, the corporation j might hare possessed and exercised if present. In ease of the absence or . inability of the President, his duties and powers shall derolre upon the first Vice President. See. 6. The Secretary shall bo sworn to the faithful discharge of his duty, shall keep the minutes of the meetings of .the stockholders and Board of Directors and Executire Committe, shall record all the rotes of Secretary, Duties of. the Company and directors in a book to be kept for that purpose, shall hare charge of all books and papers of the Company, except those which are hereinafter directed to be in charge of the Treasurer, shall attend to the giring and earring of all notices, and generally to the correspond ence and records of the Company, and, unier the direction of the President or Board of Directors, perform all the duties usually appertaining to the . office of Secretary. Seo. 7. The Treasurer shall hare the custody of all ths moneys, stocks, bonds and things in aotlon of the Company, and shall deposit all such moneys in such bank or banks as the Board of Direotors may direct and pay the moneys and dispose of the assets of the Company as he may be direc ted by the Board. He shall keep all the books of account relating to the moneys and financial- affairs of the Company, he shall sign all certificates of stock, shall render an account of the Company's funds at each regular J meeting of the Board of Directors, and shall giro such bonds for the faith ful discharge of his duty as shall be required by the Board. . PNYC00006220 I ARTICLE V. Executive Committee. Sec. 1. The Board of Directors by the affirmative vote of a majority of the whole Board may appoint from the directors an Executive Committee, consisting of Powers of. not less than three (3) directors, of which a majority shall constitute a quorum, and, to the extent provided by these Bylaws, such Committee may exercise all the powers of the Board, including the power to cause the seal of the corporation to be affixed to any papers executed by it. Sec. 2. During the intervals between the meetings of the Board of Direc tors, the Executive Committee shall possess, and may exercise, all the powers of f Powers of Ex ecutive Gob- | the Board of Directors in the management and direction of the business and affairs mittee between : meetings of i of the corporation, in such manner as the Executive Committee shall deem best for i Board of 01- jI . , rectors. I the interests of the corporation, in all oaaee in which specific directions 3hall ; not have been given by the Board of Direetora. Meetings of j Sec. 3. The Executive Committee shall meet whenever called by direction of Executive Com mittee . j the Chairman thereof, or by a majority of its members. Seal. AfiTICLE.Yl- Seal. The Board of Dlraotora shall provide a seal for the Company, with a suita ble device, containing thereon the corporate name of the Company, which shall be affixed only to the oertlfloates of stock regularly issued, and to such other In struments as may be prescribed by the Board. A duplicate of the seal may be kept and used by the Treasurer or by any Aeslstant Secretary or Assistant Treasurer. Stock Certif icates . - . AfiTICLS. yIX Form of Stock Certificates, ato. See. 1. Certificates of stock shall be numbered and registered in the order in which they are issued. They shall be signed tay the President or one of tne Vice Preeidents, and countersigned by the Treasurer or Assistant Treasurer, and i Li PNYC00006221 I I the seal of the Company shall be affixed thereto. j See. 2. All certificates surrendered to the corporation shall be can- celled and no new certificates shall be issued until the theretofore issued certificate for the same number of shares shall hare been surrendered and cancelled; provided that if the holder of any certificate of stock in this Cancellation of Certifi cates. Lost Certifi cates, corporation shall lose suoh certificate and shall satisfy the Board of Direc tors of such loss by proof made to the Board of Directors, the Board of Di rectors may cause to be issued to such person a new certificate of stock in lieu of the certificate which was lost, upon the holder of such lost certif icate executing and delivering to the corporation an Indemnifying bond, in such sum and upon such conditions and with such security as the Board of Di rectors may require. ARTICLE, Hll 4 3 Stock Trans fers . Transfer of Stock. Sec. 1. Transfers of shares shall only be made upon the books of the Company by the holder in person or by power of attorney duly executed by him and on the surrender of the original oertlfioate or certificates of such shares. Sec. 2. On the transfer of any shares, eaoh certificate shall be re Cancellation of Certificate! ceipted for in the certificate book. All certificates exchanged or surren dered to the Company shall be cancelled. Sea. 3. The stock transfer books say be closed by order of the Board of Directors for twenty days immediately preceding ary meeting of the stock holders, for the purpose of ascertaining the persons who are entitled to vote at suoh meeting, and shall be so closed for twenty days next preceding the annual eleotion of directors. Seo. 4. The stock and transfer books shall be kept at the office of the Company in Jersey City, as required by law. . i PNYC00006222 ARTICLE IX Transfer Agents. The Board of Directors shall appoint a person or corporation to be Trans far Agent in New Jersey, and mey appoint one or more persons or corporations to b . Transfer Agents outside of New Jersey. Each Transfer Agent shall keep a stock ledger and transfer book for the transfer of the shares of the capital stock. A list of stockholders, with the number of shares of stock held By eaoh set opposite the respective names of t-.e ; stockholders, certified by the President and Treasurer, shall be sufficient author ity to any Transfer Agent to credit upon the stock ledger to each stockholder the number of shares of stock and the numbers of the certificates of stock representin, the same to which each stockholder Is entitled, and, if certifloates of stock have not been issued therefor, to issue the same. No new certificates of stock shai: ! be issued by the Transfer Agent except upon the transfer, surrender and canoellatic j of old certificates for an equal number of shares of said stock, or the delivery to ` it, by another Transfer Agent, and cancellation of discharge warrants representing certificates of stock duly signed by a Transfer Agent and registered by a Registrar ' Upon such transfer, surrender and cancellation, the former stockholder 3hall be deo- I' i ited on the atoak ledger with stock transferred and eurrendered by him and cancellec i ! and the new atockholder credited upon the stock ledger with the amount of stock I transferred to him. Eaoh Transfer Agent outaide of New Jereay shall make reports i | to all transfers of stock made by such Transfer Agent to the Transfer Agent lit New l Jersey, so that the Transfer Agent In NewJersey shall at all times be enabled to have a correct list of the stockholders of the corporation and the amount of shares held by each. " ' ABXtCUB-Z Registrare of Stock. The Board of Directors may appoint one or more banks or trust companies p*tC000062*3^ to bo Registrars of tho capital stock. Each Registrar of the capital stock shall keep a register bock of the stock in which shall be registered by it the names of the stock holders and the number of shares held by each, and the number of certif icates representing such shares. A list of stockholders with the shores of stock held by each, set opposite his name, and the number of the certificate representing such shares, certified by the President and Treasurer shall be sufficient authority to each such Registrar to register the -some upon its said reg ister book. After such original registration by any Registrar, no new certificates for shares of stock shall be registered by any Registrar, except upon cancellation by it of certificates for an amount of shares of said stock at the time of such new registration equal to those then registered, or the delivery to it from another Registrar and canoallation of discharge warrants representing certificates of stock, duly signed by a Transfer Agent and certified as registered by a Registrar. ARTICI XI Bylaws. These Bylaws may be rescinded, altered, added to or modified in any way, at any meeting of the Board. On motion of Mr. Runt, it was resolved to proceed forthwith with the eleotion of twelve direotors, in aooordanoe with the certifi cate of Incorporation and the Bylaws adopted; four to serve for one year; four to serve for two years, and four to serve for three years, and that E. H. (Jeran and B. Bryant be appointed inspectors of such election; The inspectors having first taken an oath honestly and im partially to perform their dutires as such, opened the polls and re ceived the votes of all the stockholders present and duly declared PNTC00006224 Messrs. Charles P. Brooker, Urban H. Broughton, Thomas P. Cole, Chester A. Cong- don, E. C. Converse, Charles N. King, Adolph Lewisohm, Thomas Morrison, John D. ; Ryan, Charles H. Sabin, Dennis Sheedy, William D. Thornton, elected directors of the Company; Messrs. Charles F. Brooker, Ansonia Connecticut; Charles N. King, i Jersey City, N. J.; Thomas Morrison, Pittsburg, Pa., Charles K. Sabin, 115 Broadi j way, New York, to serve for the period of one year; Messrs. Chester A. Congdon, j Duluth, Minn.; E. C. Converse, 139 Broadway, New York; Adolph Lewisohn, 42 j :' j Broadway, New York; William D. Thornton, Butte, Montana, to serve for the pej riod of two years; and Messrs. Urban H. Broughton, 42 Broadway, Row York; Thomas p. Colo, Duluth, Minn.; John D. Ryan, Butte, Montana; Dennis Sheedy, Denver, Colorado, to serve for the period of three years, the same having been elected by unanimous vote of the 233 shares represented and voting. I On motion of Mr. Hunt it was I RESOLVED: That the New Jersey Corporations Agency be, and it hereby is, appointed agent of the Compory to take Charge of its principal offloe, and to attend to its business thereat in the j State of New Jersey, subject, however, to removal by the President, who may thereupon appoint such agent as he may seleot. On motion of MT. Hunt, it was RESOLVED: That the Board of Dtreotors are hereby authorised to issue from time to time within their discretion the entire au thorized oapltal stock of the Company for any lawful purpose in the acquisition of property or for aash. On motion of Mr. Hunt, the meeting adjourned at 12:45 o'clock p, m. March 31, 1909. Seerotary of Masting of Incorporators. A PNYC00006225 INSPECTORS' REPORT Meeting of Stockholders of International Smelting Sc Refining Company, STATE OP NEW JERSEY ) ) COUNTY OF HUDSON ) ss. WE, E. H. Oeran and B. Bryant, being duly sworn, do promise and 3wear that we will faithfully, honestly and impartially perform the- du ties of Inspectors of Eleotion, and will to the best of our skill and abil ity conduot the eleotion to be held this day for directors of the corpora tion above named, and a true report make of the sa Subscribed and sworn to at Jersey City ) this 31st day of March, 1909, before me ) Commissioner of Deeds/for Hudson County, New^Jersey. ft- 6^0^ 1 We, the subscribers, Inspectors of Election appointed by the Chair man of the Annual Meeting of the Stockholders of the corporation above named at their meeting held this 31st day of Marah, 1909, do report that having taken an oath to impartially oonduot the eleotion, we did reoelve the votes of the stockholders by ballot. We report that 238 votes were cast out of a total of 250 shares j entitled to vote, and that the following persons eaoh received the number i of votes sst opposite their respective names, to wit: POR DIRECTORS FOR TERM OP ONE YEAR Charles P. Brooker Charles N. King Thomas Morrlson Charles H. Sabin POR TERM OP TWO YEARS NUMBS* VOTES 238 238 238 238 N11080.01 PNYC000C6226