Document mbvy6J1EjzVeqm8GoJDb4OzpB

articles op incorporation of INTERNATIONAL SMELTING COMPANY KNOW ALL KEN BY THESE PRESENTS: _ That we, the undersigned, all being residents and citizens of the State of Montana, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the laws of the State of Montana, have voluntarily asso ciated, and do hereby voluntarily associate ourselves together, and do hereby certify as follows: - Pirst: The name of the corporation is INTERNATIONAL SMELTING COMPANY Second: The purposes for which said corporation is formed are: To engage in and carry on as principals, agents, commission merchants consignees, or in any capacity whatever,'the business of mining, milling, con centrating, converting, smelting, refining, treating, preparing for market, man ufacturing, buying, selling, exchanging, and otherwise producing 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 there of of every description, by whatsoever process the same are, or may hereafter be, produced; and generally, and without limit as to amount, to locate, buy, sell, exchange, lease, acquire and deal in, and to develop, work and operate, mines, mineral claims, minerals, mineral lands and rights, and other lands and real property, and in the above specified products, and to conduct all business ap purtenant thereto. To acquire, buy, own, lease, sell, exchange and deal in any and all kinds of merchandise, personal property, real estate, and manufactures and other pro ducts, and to engage in and carry on any and all kinds of mercantile, commercial, electrical, Industrial, chemical, agricultural, manufacturing, mining, mechan ical and other businesses. To purchase or otherwise acquire, own, buy, sell, exchange, deal and traf- flc 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 buy, 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 other business, mercantile or otherwise, which in the Judg ment of the corporation may at any time be conveniently conducted in conjunction with any of the matters aforesaid. To purchase or otherwise acquire, and to hold and im prove, mortgage, lease, sell and convey, real and personal prop erty within or without the State of Montana. To acquire, own, lease, occupy, use or construct, bridges buildings, machinery, ships, boats, engines, ears and other equip ment, railroads, docks, slips, elevators, water works, gas works, electric works, viaducts, acqueducts, canals and other water ways, and any other means of transportation, and to sell the same or otherwise to dispose thereof, and to maintain and operate the same. To appropriate, or otherwise to acquire, water rights, and privileges, and to engage in the business of supplying and con ducting 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 construct the necessary plants, works, and appliances for the transmission and delivery thereof. To purchase or otherwise acquire, construct, own, rent, equip, deal in, lease, sell, convey, or otherwise dispose of,-- and to do and carry on any and all business pertaining to, or us ually done or carried on by or at,-- hotels, inns, taverns, lodg ing houses, boarding houses, public halls, buildings, grounds, parks, tracks and other resorts for business, sport, exercise, recreation or amusement. To apply for, obtain, register, purchase, lease, or otherwise to acquire, and to hold, use, own, operate, and to pA<y.coco 0|5^64 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 secured under Letters Patent of the United States, or elsewhere, or otherwise, and to use, exercise, develop, grant licenses in respect of, or otherwise to turn to account any such trade marks, patents, licenses, protections, and the like, or any such property or rights. To engage in any other manufacturing, mining, construction, or transpor tation business of any kind or character whatsoever, and to that end to acquire, hold, own, and dispose of, any and all property, assets, stocks, bonds, and rights of any and every kind. To purchase, or otherwise acquire, and to hold, sell, mortgage, pledge, exchange or otherwise dispose of, bonds, mortgages, debentures, obligations of shares of the capital stock of any corporation, whether domestic or foreign, and tc exercise, with respect to all such property, all the rights, powers and privileges of individual owners thereof; and also to purchase, hold end reissue the shares of own capital stock. To guarantee the payment of dividends upon the stock of any corporation held, in whole or in part, by the corporation,, and to guarantee the payment of the inter- or principal of any bonds, debenture* or other obligations Issued by any corporatiassociation, partnership or individual, with which the corporation may have buslne: relatione, or in whose property it may be interested; and, generally, to aid, in ai manner, any suoh corporation, assoolatlon, partnership or individual. . 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 corporation, association, partnership, or individual, upon trust for or as agents of the corporation, or upon suoh other , terms or conditions as to the Board of Directors of the corporation may seem advis able. . To purchase or otherwise acquire, and to carry on all or any part of . of any business similar to that in which the corporation may be engaged and to assume all obligations and liabilitiea connected with any suoh business, and to pay for any such business in cash or by issuing the stock or obligations of the corporation therefor. PNYC0G006265 4 To utilize and employ all forma of motive power and mean*, of transportation which may be desirable or Convenient in connection with the business of the corporation. To act as the general agent for corporations or individuals in the issue of their capital stock, bonds, notes, or other obliga tions, in the manufacture and disposition of property, and in finan cial transactions of every kind; and, generally, to transact any law ful business whatever, and to do any and all things, and exercise any and all powers, which it might now or hereafter be lawful for the corporation to do or exercise, under and in pursuance of the laws of the State of Montana, under which this corporation is incor porated, or any act amendatory thereof or supplemental thereto that may now or hereafter be in force, or any other act that may now or hereafter be applicable to the corporation. To conduct the business of the corporation in this state, and in otherstates, territories and possessions- of the United States, and in foreign countries, and to have one or more offices without the State of Montana. Without in any particular limiting any of the objects and ; powers of the corporation, it is hereby expressly declared and pro vlded that the corporation shall have power to issue bonds and other ; obligation* in payment for property purchased or acquired by it, or for any other object in or about its business; to mortgage or pledge i any stooks, bonds or other obligations, or any property which may be ` acquired by it, to secure any bonds or other obligations by it Issued or incurred; to guarantee any dividends, or bonds, or contracts, or other obligations; to make and perform contracts of any kind and de' scription; and in carrying on its business, or for the purpose of j attaining or futhering any of ite objeots, to do any and all other | acte and things, and to exeroiae any and all other powers which a copartnership or natural person oould do and exerolse, and which now . or hereafter may be authorized by law. ; Third; The place where the principal business of this cor- P'rco^ 'fix / AJ'uSNDKEh'TS 70 JTICLEo OP CaORPOaATiON Stcc.cnolders 'teetlng - :/l ,'^i (Filed Sec .State Mont. \,-l /_.) 'AECGLYSD, that It :a deeded idvls-ible, "na the stctkncluers of this Company do hereby vote in ;':vo: of ;ner.dins the Articles pi* Ihsorporstlon oi ..he Corporation, xa .mended, In the following respect; That Article 'SIXTH' of said Articles [corporation, u u.uended, be amended to "SIXTH; The authorized capital stock of the Corporation thall be Fifteen Million Dollars($1 j, uu-v, wbo.), divisied into tap hundred thousand (ZjO,.-Ju) shares of the par value of i ...yd each. The 3took of thl3 Corporation shall at all tines be non-asaessable.'' Directors1 see tin* - j/2j/..4: (Filed See. State Mont. 4/7/..c) '"HEREAS, this corporation was organized on May 12, 1914 and it3 certificate or articles of Incorporation pro vide chat ` the terra for ..hich the aald corporation is to exist shall be a period of forty (40) years': AEiCLVED, that the terns of existence of this corpora tion be extended from and Including May 12, 193.4 to and in cluding March 23, 1794, and that a certificate of the proceedings of this meeting, containing a copy of the resolu tions adopted and showing the vote thereon, shall be nade out and signed by the Chairman and Secretary of this meeting and at leaat two-thirds of the members of the Board of Directors or Trustees, with the seal of the corporation affixed and duly atteaced, and shall be filed In accordance with the statute in such cases made 3nd provided..........1 PNYCQ0006267 i;;?"J;atiosal sMzxTiKa amp eefikiho ccwpaht *sng:'Ts to - rticles of i;;so?.poamos S.)d*r.bl.dera` Mee.l::.; - A A,: (filed Sest-atl.-y of State of Ho,.. 'AESOLVSD, -hat i.ie rmaner of Di.ectora of Iuterna-tioml Smelting C apiqy 3h ill be changed from so , `.ia ;n-.t the Articles of In-corpor-tion of _d company te, ltd do:eA- ...e, imehded in s..ch respects....' Stockholders1 Meecln-g - li/22/-'*i(Flled Seo. of Spate [lout. 12,-L 'RESOLVED, that If -3 dee.cded advisable, .aid the stock holder's of tola Company do hereby vote in favor of mending the Articles of Incorporation of the Corporation :n the folio..In; respects: ' (a) That Article FIRST of the Articles of Incorporation of this Corporation oe amended to read as follo.-a: `FIRST: The noise of thl3 corporation 13 International Smelting and Refining Company.' (o} That Article FIFTH of the Articles of Ir.corpo. at Ion of this Corporation be -.mended to read as folio, s: `FIFTH: Tile number of Directors of the Corporation 3hall be- 3even (,').' (c) That Article SIXTH of the Articles of Incorporation of this Corporation be amended to read as follows: 'SIXTH: Hie authorized capital stock of the cor poration shall be Eleven Killion two hundred and fifty thouaand dollars ($11,250,000), divided into One hundred and flfty thousand (lyO.OOO) shares of the par value of ii`5 each. The One Hundred and fifty thousand (l:,0,000) shares of capital stock of the par value of $100 each which the Corporation has heretofore been authorized to laaue are hereby changed into shares of the par value of $'3. each. `The 3tock of thl3 Corporation shall at all times be non-assesaable.' ` PNYC0000626 cn poratlon is to be transacted is the City of Butte, County of Silver Bow and State of Montana, and such place is designated as the place where the principal office of said company will be situated. Fourth: The term for which the said corporation is to exist shall be a period of forty (40) years. Fifth: The number of directors of this corporation shall be seven (7), / and the names and residences of thase who are appointed directors for the first three months, and until their successors are elected and qualified, are the follow ing: Name: Residence: John D. Ryan, ' Charles H. Sabin, Dennis Sheedy, William D. Thornton, Benjamin B. Thayer, Albert H. Melln, Cornelius F. Kelley, Butte, Montana; New York City, N. Y.; Denver, Colorado; Butte, Montana; New York City, N. Y.; New York City, N. Y.; Butts, Montana. Sixth: The amount of the capital stock of the corporation is fifteen si million dollars ($15,000,000.00), consisting of one hundred and fifty thousand (150,000) shares, of the par value of one hundred dollars ($100.00) per share. Seventh: The amount of the capital stock aotually subscribed, and by whom, is as follows: Rama '' Postoffiee Address No. of Shares Cornelius P. Kelley, John Oillle, L. 0. Evans, Butts, Montana, Butte, Montana, Butte, Montana, One One One IN WITNESS WHEREOF we have hereunto set our hands and seals, this ninth day of May, A. D. 1914. CORNELIUS F. KELLEY,(SEAL) JOHN OILLIE. (SEAL) 1. 0. EVANS,______________ (SEAT.) Witness: STATE OP MONTANA, ) : ss. County of Silver Bow ) On this ninth day of May, in the year one thousand nine hundred and four teen, before me W. T. Blelck, a Notary Public for the State of Montana, personally appeared Cornelius F. Kelley, John Oillle and L. 0. Evans, known to me to be the 0621 pNt cooo -4 IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Oreat Seal of the State of Montana this 12th day of May A. D., One Thousand Nine Hundred and Fourteen. ' (SEAL) A. M. ALDERSON-___________ _ Secretary of State. By COPELAND BERO, . Deputy. ARTICLES OF INCORPORATION of INTERNATIONAL SMELTING COMPANY. STATE OF MONTANA, ) ) County of Silver Bow, ) ss. COPY . I hereby certify that the within Instrument was filed at my office on the 11th day of May A. D., 1914, at 55 min. past 11 o'clock A. M. Attest my hand, DAVE KEHOE, County Recorder. D. J. O'CONNOR, Deputy. Filed for Record May 12th, 1914, at 9 o'clock A. M., and reoorded in volume _, page . ----- A. H. ALDERSON, Secretary of State, . By Copeland Berg, ' Deputy. P^coooofe2n Minutes of the first meeting of the Board of Directors of the International Smelting Company. New York City, N. Y., May 19th, 1914. We, the undersigned, a majority of the persons named in the certificate or articles of Incorporation of the International Smelting Company, as the directors to manage the business of said company for the first three months, and until our successors shall be elected and qualified, being here present, do now, by mutual con sent, meet together as such directors, this 19th day of May, A. D., 1914, at 2.30 o'clock, P, M,, at the office of said company, at No. 42 Broadway!, Now York City, N. Y., for the purpose of organizing and holding this the first meeting of the board of directors of said company, and the1 transaction of such other business as may come be fore the meeting, and we hereby unanimously choose and elect Mr. John p, '"'chaipmatt' of this meeting, andifr. David B Hennessy as secretary! thereof.. IN WITNESS.WHEHEOF we have hereunto signed our names, each in the presence of the others, this 19th day of May, A. d., 1914. - . <zl Written acknowledgment of notice, and waivers of any other or further notice, and consent to the holding of the meeting from Messrs. C. P. Kelley and Dennis Sheedy, the absent directors, were received and filed with the secretary. Mr. John D, Ryan, as chairman, presided over the meeting, and Hr. David B. Hennessy acted as secretary thereof. The meeting being called to order, it was on motion of Mr. Charles H. Sabin, seconded by Mr. B. B. Thayer, unanimously re solved that the following By-Laws heretofore adopted by the stock holders of the company be, and they hereby are, adopted as and made the By-Laws of the company, to-wit: pNYC00006272^!