thereof. The receiver of the new certificate shall be required to sign the by-laws of the company; and no transfer of any share of stock shall be valid, upon which any assessments are due and unpaid, or the holder of which is indebted to the company on any account whatever, without the consent of the Board of Directors.(1) ARTICLE XII.-BOOKS AND PAPERS. The books and papers in the office of the Secretary and Treasurer shall, at all times during business hours, be open to the inspection of the Board of Directors, and of any stockholder. (2) ARTICLE XIII.—AMENDMENTS. These by-laws may be altered or amended at any annual meeting of the company, or at any special meeting called for that purpose, by a vote of two thirds of the subscribed stock.(3) ARTICLE XIV. These by-laws shall always remain in the possession of the Secretary of the company.(*) [Form 5.] Bond of Indemnity in case of Lost Stock. WHEREAS, a certain certificate of stock issued by the Consolidated Virginia Mining Company, dated May 27, 1875, and numbered 11,501, for twenty (20) shares in the name of E. Cahill & Co., trustees, has been lost or mislaid by The Bank of California: Now, therefore, we, the undersigned, D. O. Mills and William Alvord, are held and firmly bound to the Consolidated Mining Company in the sum of twenty thousand ($20,000) dollars, gold coin of the United States of America, in con (1) It is decided that this is a proper regulation of a by-law. (See note to § 324.) (2) Except to call attention to the matter, it is not necessary to insert this in a by-law, as the Code makes it obligatory on the officers to allow an inspection of the books to stockholders; and there is a penalty for any refusal to allow an inspection. See Penal Code, § 565, in the Appendix. (3) By § 304 of the Code, the manner in which the by-laws are to be altered or amended is prescribed, and this article merely repeats the provision; and the notice of a meeting for such purpose is prescribed in § 301. (4) I have omitted all about levying assessments, and the notice given therefor, because it is not a matter to be inserted in a by-law, the Code having specific instructions in regard to the subject. See §§ 331–349. sideration of the issuance of a new certificate of stock for twenty (20) shares of the capital stock of said company, in place of said certificate lost or mislaid. And we agree to hold the said Consolidated Virginia Mining Company harmless and free from all loss, damage, counsel fees, and costs incurred, or to be incurred, by reason of said loss, and in case said certificate of stock should be hereafter presented to said company for transfer. Witness our hands and seals, at San Francisco, this 7th day of February, 1876. D. O. Mills. [SEAL.] [SEAL.] [Form 6.] Power of Attorney for Transfer of Stock. in my KNOW ALL MEN BY THESE PRESENTS, that I, A. B., for value received, have bargained, sold, and assigned, and by these. presents, do bargain, sell, and assign unto L. M. the following described stock, to wit: (describe the kind of stock) unto me, belonging and held by certificate No. ... name, and hereunto annexed, and do hereby constitute and appoint N. M., the Secretary of said company, my true and lawful attorney, irrevocably, for me and in my name and stead, to assign and transfer the said stock unto the said L. M., and, for that purpose, to make and execute the necessary acts of assignment and transfer, and an attorney, or attorneys, under him for that purpose, to make, and substitute, and to do all other lawful acts requisite for effecting the premises, hereby ratifying and confirming the same. IN WITNESS WHEREOF, I have hereunto set my hand and seal, in the city of day of A. D. one thousand eight hundred and [Signed] the A. B. [SEAL.] [Acknowledgment before Notary.] [Form 7.] Proxy to Vote. KNOW ALL MEN BY THESE PRESENTS, that I, A. B., of do hereby constitute and appoint G. C. to be my lawful attorney, substitute, and proxy, for me and in my name, to vote on all the stock held by me in the company, and at any election for Directors, as fully as I might or could do, were I personally present at such election. IN WITNESS WHEREOF, I have hereunto set my hand and seal, this day of 187 A. B. [SEAL.] [Form 8.] Affidavit of Sale under Sec. 348, Civil Code. Maurice Dore, being duly sworn, doth depose and say, that the above is a true and correct statement of a sale of the delinquent stock of the at auction, at Company, made on the day of 187 (Signed) Maurice Dore. day Subscribed and sworn to before me this of 187 . Notary Public. NOTE.-Sales of delinquent stock are generally made by an auctioneer, but sometimes the secretaries of companies act as auctioneers themselves. The general mode is somewhat as follows: The auctioneer, after reading the part of the advertisement, both preceding and succeeding the list of certificates of delinquent stockholders, announces the charges which purchasers are required to pay, to wit: the charge for advertising each certificate, and five per cent. commission, and then begins by offering the first certificate to whoever will take it and pay the assessment and charges; then who will take a less number of shares than the whole certificate; and the person who will take the least number of shares, to pay all the charges and assessments, gets it knocked down to him. The secretary may bid stock in for the company, when no bidder will take the whole number of shares in a certificate, and pay the assessment together with the charges. If the stock be bid in by the secretary, it belongs to the company, but cannot be voted on by the officers, or any one on behalf of the company. And the stock so purchased is held subject to the control of the stockholders, who may make such disposition of the same as they deem fit, in accordance with the by-laws of the corporation or vote of a majority of all the remaining shares. See § 344, Code. [Form 9.] Certificate of Increase of Capital Stock, as required by Sec. 359 of Civil Code. CERTIFICATE OF INCREASE OF THE CAPITAL STOCK OF The Hale and Norcross Silver Mining Company. We, George Congdon, Chairman of the special meeting of the stockholders of the Hale and Norcross Silver Mining Company, held on the 13th day of April, A. D. 1876, for the purpose of increasing the capital stock of said company, and president and trustee of said company, and Joel F. Lightner, Secretary of the said meeting of stockholders, and of said company, and Edward Barron, J. C. Flood, Cornelius O'Connor, and Wm. S. O'Brien, Trustees of said company, and comprising a majority of the Board of Trustees of said company, said Board of Trustees consisting of seven members, do hereby certify and make known, that the following proceedings were had, and are duly entered upon the minutes of said corporation: OFFICE HALE AND NORCROSS S. M. Co., Meeting of the Trustees elect of the Hale and Norcross Silver Mining Company. Present, Messrs. Barron, Congdon, Flood, O'Brien, and O'Connor. Mr. Flood offered the following resolution, which was unanimously adopted. Resolved, That a special meeting of the stockholders of the Hale and Norcross Silver Mining Company be and is hereby called, the same to be held at the office of the company, No. 58 Nevada Block, northwest corner Pine and Montgomery streets, San Francisco, California, on Thursday, April 13th, 1876, at the hour of one o'clock, P. M., to take into consideration, and to decide upon the proposition to increase the capital stock of said company, from three millions two hundred thousand dollars, divided into sixteen thousand shares, of two hundred dollars each, the present capital of the company, to eleven millions two hundred thousand dollars, to be divided into one hundred and twelve thousand shares, of one hundred dollars each. JOEL F. LIGHTNER, Secretary. And we do furthermore declare and certify that, in pursuance of the foregoing resolution, adopted by the Trustees. of said company, the following notice was signed by George Congdon, Edward Barron, J. C. Flood, Cornelius O'Connor and Wm. S. O'Brien, Trustees of said company, and was published in the "Daily Alta California," a newspaper published daily in the city and county of San Francisco, State of California, for four weeks consecutively, before the day appointed for said meeting: STOCKHOLDERS' NOTICE. OFFICE HALE AND NORCROSS SILVER MINING COMPANY, In accordance with a resolution adopted at a meeting of the Trustees of the Hale and Norcross Silver Mining Company, held this day, a special meeting of the stockholders of said company is hereby called, the same to be held at the office of the company, No. 58 Nevada Block, north-west corner Pine and Montgomery streets, San Francisco, California, on Thursday, April 13, 1876, at the hour of one o'clock, P. M., to take into consideration and decide upon the proposition to increase the capital stock of said company, from three millions two hundred thousand dollars ($3,200,000), divided into sixteen thousand (16,000) shares of two hundred (200) dollars each, the present capital of the company, to eleven millions two hundred thousand dollars ($11,200,000), to be divided into one hundred and twelve thousand shares of one hundred (100) dollars each. GEORGE CONGDON, EDWARD BARRON, CORNELIUS O'CONNOR, Trustees. And we do further certify and declare that in pursuance of said notice, and on the day appointed therein, to wit: the 13th day of April, A. D. 1876, at one o'clock P. M. of said day, at the office of the said company, in the city and county of San Francisco, the meeting of the stockholders of the "Hale and Norcross Silver Mining Company," duly took place and was had. That the said George Congdon presided at said meeting, |