By-laws of the Ruby Chief Mining and Milling Co.

BY-LAWS

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OF THE

Rll~r~~ief ^{Mining ana Milling ~O,}

ADOPTED OCTOBER 17. 1885.

ARTICLE 1.

OF THE LOCATION OF OFFICES.

SECTION I. The principal office of the Company shall be at Crested Butte, Colorado. The Company may also have an office at Chicago, Ills.

ARTICLE II.

OF STOCKHOLDERS AND THEIR MEETINGS.

SECTION I. All meetings of the stockholders of this Company shall be held in Colorado and at the principal office of the Company in Crested Butte, provided, the stockholders may adjourn to a different place in Colorado.

SEC. 2. The annual meetings for the election of directors and the transaction of such other business as may come before them shall be held on the zd Thursday of July, between the hours of 2 and 5, in each year.

SEC. 3. Notice of such annual meetings shall be given by the publication of a call for such meeting in a newspaper published in the City of Denver, at the time and in the manner prescribed by law.

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SEC. 4. Special meetings of the stockholders shall be called by the President, whenever requested by resolu- tion of the Board of Directors, or in writing by stock- holders representing a majority of the capital stock. No busine~ shall be acted upon at any special meeting of the stockholders except such as shall have been specified in the call for such meeting.

SEC. 5. Notice of the call of a special meeting, stating the purposes thereof shall be given as provided by law, or in the absence of such provision in the same manner as notice of annual meetings.

SEC. 6. At the time and place named for such meet- ing, the President of the Company, or 'in case of his ab- sence. the Vice-President, or in the absence of the Vice-President, a member of the Board of Directors shall call the meeting to order, which may then pro- ceed to the transaction of business, provided a majority of the stock is represented; if a majority of the stock shall not be represented such meeting may be adjourned by the stockholders present. but if at the time and place appointed for an annual meeting a majority of the stock shall not be represented, such annual meeting may be ad- journed by the stockholders present for a period not ex- ceeding sixty days.

SEC. 7. At all meetings of the stockholders, each stockholder shall be entitled in person or by proxy to as many votes as shares of stock shall be standing in the n~me of such stockholder on the books ~( the Company.

SEC. 8. The following order of business shall be ob- served:

First-Call to order and reading of the call for the meeting with proof of publication, as required by law and :these by-laws.

Second-Appointment of a Secretary for the meeting.

Third-Call of the roll of stockholders and appoint- -ment of Tellers by the presiding officer to report upon the

call, the names of the stockholders present, and the num- ber of shares of stock represented by them in person or by proxy, and also the total number of shares of stock issued and outstanding.

Fourtlt-Adoption of Tellers' report.

And if a special meeting:

Fiftlt- The business specified in the call.

And if an annual meeting:

Flltlt-Annual report of Board of Directors.

Sixtlt-Resolutions and motions proposing amend- ments to the charter.

Seventlt-Election of Directors.

Ezghth-Resolutions and motions relative to the trans- actions of the Company or its officers during the past year.

Ninth-Resulutions and motions relative to the trans- actions of the Company or its officers foi the succeeding year.

Tenth-Miscellaneous business.

SEC. 9. The stockholders shall at each annual meet- ing elect by ballot seven of their number to be Directors;

the poll for that purpose shall he opened at such hour and be kept open for such length of time as the stockholders may direct. The persons receiving the votes of a majority of the stockholders attending, either in person or by proxy (provided a majority of the stock is represented), shall be Directors for the ensuing year and until their successors shall have been duly elected and have qualified.

SEC. 10. The stockholders shall at such annual meet- ing by resol uti on fix the time and place for holding the first meeting of the Board after an election.

ARTICLE Ill. ^I

OF THE BOARD OF DIRECTORS AND THEIR MEETINGS.

SECTION 1. The Board of Directors shall have all the powers of the corporation and all the management of its business, unless otherwise provided by law, and may

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transact any business of the corporation at Chicago, Illinois.

They shall appoint and remove all officers, agents and em- ployes of the Company, except as hereinafter stated; pre- scribe their duties, fix their compensation and require, when deemed advisable, security for their faithful service. They shall make rules and regulations 110t inconsistent with law and these By-Laws for the guidance of the Company's officers and agents. They shall make a report and render an account at the annual meeting of the stockholders show- ing in detail the situation of the property and the financial affairs of the Company, and generally possess all the powers and perform all the duties usually exercised by or imposed upon directors or trustees of similar corpor- ations.

SEC. 2. .5j:lecial meetings of the Board may be called by the President, and shall be called upon the request, in writing, of three or more Directors, and may be held at either of the principal offices of the Company.

SEC. 3. Notice of the time and place of each special meeting must be given to each Director personally or in writing at least five days prior to the ti.rne fixed for such meeting. Notice by mail or telegraph shall be deemed sufficient notice.

SEC. 4. A majority of the Directors shall constitute a quorum for the transaction of business, provided less th~n a quorum may adjourn from time to time and from place to place. .All questions except as to the alteration or re- peal of these By-Laws shall be decided by the vote of a majority of the Directors present; the yeas and nays shall be taken and recorded on demand of any member present, unless the Board order otherwise; provided, each member shall always have the right to have his own vote recorded.

SEC. 5. In case of a vacancy in the Board of Direc- tors, occurring by death, resignation, failure to accept the office, inability to discharge the duties thereof, or otbe-.

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wise, before the expiration of a term, it shall be filled by the remaining members of the Board by the election of a duly qualified person, who shall hold his office for the re- mainder of the term of the person whose vacancy he shall be elected to fill: In case of resignation, it shall be com- petent for the resigning member to vote at the election of his own successor, unless his .resignation shall have pre- viously taken effect.

SEC. 6. Each Board of Directors at the first meeting after their election and qualification (to be held at a time and place fixed by the stockholders) or any adjournment thereof, shall elect from among their number a President and one or more Vice-Presidents, and shall also elect a suitable person Secretary.

SEC. 7. The Board may appoint such standing or select committees of its members as may from time to time be deemed necessary_

SEC. 8. It shall be the duty of the Board at least once a year to inspect or examine or cause to be inspected or examined by a ^{committee or otherwise the books}

and accounts of the Company and vouchers and papers re - lating thereto.

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ARTICLE IV.

OF OFFICERS.

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SECTION I. The officers of the Company shall be a President and a Vice-President to be elected as by these By-Laws provided, who shall hold their offices for the terms for which they shall be elected directors, and until their successors shall have been elected and qualified.

SEC. 2. The subordinate officers shall be a Secretary and a Treasurer.

SEC. 3. The Board may also appoint an assistant Secretary and an assistant Treasurer.

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SEC. 4. Such other subordinate officers may be from time to time created and established as the needs of the Company may require.

SEC. 5. Any person may be appointed to hold and perform the duties of any two offices.

SEC. 6. All subordinate officers shall hold their pos- itions during the pleasure of the Board.

ARTICLE V.

OF THE PRESIDENT.

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SECTION I. The President shall be the presiding member of the corporation and its Chief Executive officer and ex offici? a member and Chairman of all committees of the Board; he shall preside at all meetings of the stock- holders, of the Board or any committee at which he shall be present.

SEC. 2. He shall have the general control, supervis- ion and management of the affairs of the Company, and its officers and employes .

SEC. 3-. In addition to his general powers and duties he shall have such special powers and perform such special duties as may be prescribed by the By-Laws or by resolu- tion of the Board of Directors.

ARTICLE VI.

OF THE VICE-PRESIDENT.

SECTION I. The Vice-President shall have such au-·

thority and perform such duties as may at any time be delegated to him by the Board of Directors, the Executive Committeee or the President, and in the absence of the President the duties and powers of his office shall be per- formed and exercised by the Vice-President.

SEC. 2. The power of the Vice-President to sign and execute on behalf of the Company contracts which shall

have been authorized by the Board, bonds and stock certi- ficates, shall be co-ordinate with the like powers of the President, and any contracts so authorized or any bond or stock certificates signed by the Vice-President in lieu of the President shall be as valid and binding as if signed by the latter.

ARTICLE VII.

OF THE SECRETARY.

SECTION^I. The Secretary shall keep true and correct records of all meetings of the Board of Directors and also of the stockholders, unless the stockholders shal! appoint a person to perform that duty, and any committee of the Board, unless such committee shall have a clerk, or any of its members act as secretary.

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SEC. 2. It shall be his duty to cause to be published and given, as required by law and these By-laws, notice of all meetings of stockholders and the closing of the trans- fer books.

SEC. 3. It shal! be his duty to send due and timely •

.notice of all stated and special meetings or adjournments thereof of the Board of Directors and of committees, to the members thereof, unless the committees have a clerk or secretary.

SEC. 4. He shall, in writing, notify each Director and officer of his election and each member of a committee of his appointment.

SEC. 5. He shal! transmit to the officers of the Com- pany copies, duly' certified, of al! resolutions of the Board, or any committee thereof, relating to their duties and the performance thereof.

SEC. 6. He shall have the custody of the Corporate Seal, and shall affix and attest the same when authorized

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by the President, Vice-President, the Board of Directors or a committee thereof.

SEC. 7. He shall be the custodian of all papers brought before the Board for action or ordered on file; also of all written contracts, deeds, insurance policies, leases, records and evidences of title to real estate, and other property (except moneyed securities) owned, held or con- trolled by the Company.

SEC. 8. His headquarters shall be at the City of Chicago or Crested Butte, where he shall keep the stock ledger of the Company and shall have charge of all other books connected with the issue, transfer, and surrender of the certificates of stock of the Company. He shall cause all surrendered certificates to be cancelled before issuing new ones in their place, and such cancelled certificates to be preserved. He shall use due dilligence to obtain, as far as practicable, the address of each stockholder, and shall keep such list or. books of the stockholders as may be re- quired by law.

SEC. 9.· He shall prepare and make out, at least ten days before every stockholders' meeting, or the payment of any dividend, a full, true and correct list, in alphabeticai ' order, of the name? of all the persons in whose name or names any stock shall stand on the books of the Company at the time of the closiug of the transfer books previous to such meeting, or the payment of such dividend, and enter opposite each name the number of shares held by each.

He shall certify such list for use at such meeting, or in case of dividend payments for the use of the Treasurer.

SEC. 10. He shall keep the Register of Bonds and attend to the registration and transfer of bonds of the Company. He shall, as far as practicable, obtain the post- office address of each registered bondholder.

SEC. II. .He shall keep safely and ill good order all

documents, and papers and other property of the Com- pany which may be committed to his care, or come into his hands, and account for the same whenever required.

SEC. 12. He shall attend to such other business of the Company as may from time to time be assigned him by the President or Board of Directors or any of its com- mittees.

ARTICLE VIII.

OF THE TREASURER.

SECTION I. The Treasurer's office shall be in Chicago or Crested Butte, and he shall have the charge and custody of all funds, credits and securities of the Company, subject to the orders of the Board.

SEC. 2. He shall deposit all moneys coming into his hands to the credit of the Company, in such depository as shall be designated by the Board, and disburse the same in accordance with such rules and, regulations as the Board may from time to time establish.

SEC. 3. He shall keep the general books of account and shall submit a report of the financial condition of the '"

Company whenever called for by the Board.

SEC. 4. He shall have power, whenever authorized by the Board, to borrow money on such terms as shall be deemed proper.

ARTICLE IX.

OF THE GENERAL l\IANAGER.

SECTION I. The General Manager shall have the general charge of the operating department, and the di-

"rection of the property, business and operations of the Company, and of its employes.

SEC. 2. It shall be his duty to see that the business and affairs of the Company committed to his charge are efficiently and economically conducted.

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SEC. 3. He shall be subject to the orders and direc- tions of the President, and of the Board. and perform such other duties as may be of him required by the Board or the President.

ARTICLE X.

OF THE STOCK AND TRANSFERS.

SECTIO'i ^I. Each stockholder shall be entitled to a certificate or certificates representing the number of shares standing in the name of such stockholder on the books of the Company.

SEC. 2. All transfers of shares must be made on the books of the Company and be duly signed by the stock- holder in person or by the duly authorized attorney of such stockholder, subject to the rules and regulations of the Company relating to transfers in force at the time.

SEC. 3. In all cases of transfers the certificate or cer- tificates representing the shares to be transferred, or any part thereof, must be surrendered for cancellation sim- ultaneously with the making of the transfer. No new cer- tificate shall be issued until 'the prior certificate has been cancelled.

SEC. 4. Certificates of stocks must be signed by the President or Vice-President and by the Secretary. It shall not be necessary to attach thereto the Corporate Seal of the Company.

SEC. 5. The stock and transfer and certificate books shall, in the absence of any specific rules and regulations, be kept in the! usual manner; the certificates shall be bound in books of convenient size, and there shall be entered upon the stub of each certificate issued the number of such certificate. its date, the name of the stockholder to whom . the same was issued and the number of shares thereby

represented, and if issued in lieu of a certificate surrendered for cancellation, the number of the certificate cancelled and the number of shares thereby represented. A receipt shall

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I ^{be taken 011 such stub} or otherwise, as may be convenient, upon del ivery of each certificate, Certificates surrendered and cancelled shall be placed back in the book whence originally issued, and carefully preserved.

SEC. 6. No certificate of stock shall be issued in place of .one stater! to have been lost or destroyed except unde~·

resolution of the Board' upon satisfactory proof')' of actual destruction, and a bond be given with sufficient sureties in at least double the amount of the par value of the shares represented by the certificate alleged to have been de- stroyed indemnifying the Company against any and all loss, damage or other liability by reason of such missing certificate,

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SEC. 7. When notice has been given of any stock- holders' meeting the transfer books of the Company for the transfer of stock shall be closed at least fifteen days prior to the day named in said notice for holding said meeting, and shall remain closed until at least three days shall have expired after the final adjournment of said meeting.

SEC. 8. After a dividend shall have been declared the transfer books shall be closed for such period not less than fifteen days immediately prior to the day fixed for the pay- ment of such dividend as the Board may by resolution determine, and remain closed until the day after the pay- ment of such dividend shall have been commenced. Notice, that such dividend has been declared and that the books will be closed shall be given by publication in one or more newspapers and for such length of time, not less than fifteen days, as the Board may by resolution determine, or by letter mailed to each stockholder at his last known address.

SEC. 9. While the transfer books are closed no trans- fer shall be made; but this shall not prevent the issue, on the application of any stockholder, of certificates of smaller denominations in lieu of larger ones and' vice 'versa; pro-

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vided the amount of shares standing in such stockholder's name shall not thereby be increased or diminished.

SEC. 10. The Board of Directors may at any time adopt such additional and further rules and regulations (not inconsistent with these By-Laws) relating to the issue, transfer and safety of stock certificates as they may deem advisable.

ARTICLE XI.

OF AMENDMENT AND REPEAL.

SECTION I. These By-Laws may be altered, amended or repealed, in whole or in part, by the Board of Directors at any stated meeting, provided' a written statement of the proposed changes shall have been submitted at a previous meeting and a copy thereof sent by the Secretary to each Director by mail, and the proposed change be adopted by the vote of the majority of all Directors-which vote shall be taken and recorded by yeas and nays.

SEC. 2. These By-Laws shall take effect and be in force immediately after their adoption.