OCR Text |
Show cide, a president, one or more vice presidents, as the board of directors may decide, a secretary, secre-tary, a treasurer, an assistant secretary, an assistant treasurer, and such other officers or. committees com-mittees of the board of directors as from time to time shall be J chosen and appointed by the board of directors. All directors shall be required to hold stock in the corporation. All officers and directors, when elected, shall hold office for one year and until their successors shall be elected or appointed and qualified. quali-fied. The chairman of the board, the vice chairmen of the board ARTICLE II Length of Existence This corporation shall continue in perpetual existence, unless sooner dissolved and disincorporated disincor-porated according to law. - ARTICLE in Place of Business j The principal place of business of this corporation shall be at Salt Lake City, Salt Lake County, Coun-ty, State of Utah, but branch offices and places of business may be established either within or without the State of Utah, as may be determined by the board of directors. Section 2. It shall be the duty of the secretary to keep true and correct books and accounts of all the proceedings and business of this corporation which shall at all reasonable times be subject to inspection by the board of directors or any agent or com- mittee appointed by them for , such purpose, or by any stockholder. stock-holder. ARTICLE XIV Treasurer The treasurer shall have charge of all funds belonging to the corporation. He shall also furnish a true and correct state- mpnt n-f nil mnnovo ronoMrn ana me president snail De cnosen from among the members of the board of directors, and the vice .presidents, secretary, treasurer, assistant secretary and assistant treasurer may be chosen from among the members of the board of directors or not, as the directors direc-tors may determine, and all officers offi-cers shall be elected or appointed ap-pointed by the board of directors. Section 2. At any meeting of the stockholders held for the purpose of electing directors, or change in the number thereof, the number of directors may be determined by a majority of the votes cast by the stockholders in person or by proxy. ARTICLE IX Chairman of the Board The chairman of the board shall preside at all meetings of the board of directors and all meetings of the stockholders. The chairman of the board shall serve the corporation in an advisory ad-visory capacity and perform such other duties as may be assigned to him from time to time by the board of directors. ARTICLE X Vice Chairmen of the Board It shall be the duty of the vice chairmen of the board, in the order of their appointment, to preside at all meetings of the board of directors and of the stockholders in the absence of the chairman of the board. In ARTICLE IV Objects and Pursuits (Replaces Article III of present pres-ent Articles of Incorporation in its entirety.) ARTICLE V Capital Stock (No Change). ARTICLE VI Stockholders' Meetings Section 1. There shall be a general meeting of the stockholders stock-holders of the corporation held on the third Wednesday of April of each year at such hour and place as the board of directors may elect in the City and County of Salt Lake, State of Utah; at which meeting the board of directors di-rectors shall furnish and cause to be read an annual statement in detail of the business of the corporation. A representation of a majority of the then voting power of the capital stock of this corporation shall be necessary for the holding of said or any stockholders' meeting. At annual an-nual or special meetings of the I stockholders, each stockholder shall have one vote for each I share of stock registered in his name on the books of the corporation. cor-poration. Section 2. The directors shall have power to call special meetings meet-ings of the stockholders at such I times and places as in their judgment judg-ment may be required upon giv- disbursed and on hand to the ! board of directors whenever required re-quired by them, and shall also discharge such other duties as may be assigned to him by the board of directors. ARTICLE XV Vacancies Any vacancy occurring among the board of directors or officers from any cause may be filled by the board of directors. ARTICLE XVI Board of Directors Section 1. The directors shall convene for the transaction of the business of this corporation at least quarterly, or at the call of the chairman of the board or any three directors, or as they shall adjourn from time to time. Section 2. Any director of this corporation may be removed at any time with or without cause at any stockholders' meeting called for the purpose by a two-thirds two-thirds majority vote of the capital capi-tal stock of the corporation represented rep-resented at such meeting, either personally or by proxy, voting for such removal. Any officer elected or appointed by the board of directors may be removed re-moved at any time by the affirmative af-firmative vote of a majority of the board of directors. Any director di-rector or officer may resign by filing with the chariman of the board or the secretary of this rnrnnratinn hlc rocfefnaf inn fr writing at least ten days before the same is to take effect, but the board of directors may accept ac-cept such resignation to take effect upon shorter notice. Section 3. At all meetings of the board of directors a majority of the directors shall constitute a quorum. A majority of the directors present may transact the business and exercise the corporate powers of the corporation, corpo-ration, and may, without notice to or authority from the stockholders, stock-holders, buy, sell, exchange or dispose of the real and personal property of the corporation. . , ARTICLE XVII Fiscal Year The business or fiscal year of the corporation shall commence on the first day of February in each year and terminate on the 31st day of January of the suc-ceding suc-ceding calendar year. the case of the absence of the chairman of the board and the vice chairmen of the board, the stockholders or the board of directors may elect a chairman pro tern. It shall also be the duty of the vice chairmen of the board to serve the corporation in an advisory capacity and perform per-form such other duties as may be assigned to them from time to time by the board of directors. ARTICLE XI President The president shall be the chief executive officer of the corporation. corpora-tion. He shall have general supervision su-pervision and control of the business affairs of this corporation corpora-tion when not otherwise provided, pro-vided, subject, nevertheless, to the order and direction of the board of directors. He shall perform per-form such other duties as the board of directors may from time to time prescribe. He shall I ing such notice as may be re-; re-; quired by the statutes of the State of Utah. j Section 3. All meetings of the 'stockholders may be adjourned from time to time as may be necessary for the election of directors di-rectors or the transaction of any other business. Section 4. All matters brought before the annual or any meeting meet-ing of the stockholders shall be determined by a majority vote of the stock represented at such meeting. Voting shall be taken viva voce, or by ballot, as may be determined by the stockholders stockhold-ers present at said meeting. Section 5. A failure to hold any general or special meeting of the stockholders on the day appointed ap-pointed for the same shall not forfeit or interfere with the corporate cor-porate rights acquired under these Articles, but any such meeting may be held at a sub-seauent sub-seauent time upon giving notice ARTICLE XVIH Dividends Dividends shall be declared by the board of directors whenever, in the opinion of the board of directors, the profits of the company's business warrant the same, and all dividends declared shall be payable within one month after such declaration. ARTICLE XIX Certificates of Stock Registration of stock certificates certifi-cates shall consist of an entry in the stock ledger to be kept by the secretary showing the name of the person to whom the certificate cer-tificate is issued, the number of shares for whch it is issued, and the number and date of the cer-. tificate. Such registration shall be deemed evidence of ownership. prepare and deliver to the board of directors an annual statement and report of the business of the corporation prior to the annual meeting of the stockholders. Said statements and reports shall be preserved on file in the secretary's secre-tary's office. ARTICLE Xn Vice Presidents It shall be the duty of the vice presidents, in the order of their appointment, to assume general supervision and control of the business affairs of this corporation corpora-tion in the absence of the president, presi-dent, subject, nevertheless, to the order and direction of the board of directors. They shall also perform such other duties as the president and the board of directors may from time to time prescribe. as provided in these Articles of Incorporation, or as the same may hereafter be amended. ARTICLE VII j Election of Directors Section 1. All elections for directors di-rectors of this corporation shall be by ballot either in person or by proxy at any meeting of the stockholders held for the purpose of electing directors. Section 2. Within twenty days after such election the directors elected shall meet and organize prepartory to the discharge of their respective official duties. Section 3. When the new board of directors shall have been organized or-ganized and qualified, the outgoing out-going board of directors shall turn over to their successors all books, papers and all property of whatsoever kind in their pos- NOTICE TO THE STOCKHOLDERS OF Z C M I: The annual meeting of the stockholders of Zion's Co-Opera-tive Mercantile Institution will be held in the Z C M I Auditorium Audito-rium (Third Floor of the Retail Store) at Salt Lake City, Utah, on Wednesday, the 15th day of April, 1959, at 3:00 o'clock P.M. for the purpose of hearing the President's Annual Report; the election of Directors to serve for the ensuing year; for the transaction trans-action of such other business as may come before the meeting; and to consider changes and amendments to the Articles of Incorporation so that the said Articles of Incorporation will hereafter read as follows: ARTICLES OF INCORPORATION of ZION'S CO-OPERATIVE MERCANTILE INSTITUTION ARTICLE I Name (No Change). 1 i ARTICLE XX By-Laws The board of directors may adopt a code of By-Laws for the government of this corporation. Any By-Law of this corporation may be altered, amended or repealed, re-pealed, and any new ones adopted, adopt-ed, by the board of directors at any meeting of said board. D. R. WILLIAMS Secretary-Treasurer (3-20 4-3) ARTICLE XTU Secretary Section 1. The Secretary shall record the proceedings of all meetings of the stockholders and of the board of directors, which record shall at all reasonable times be subject to inspection by any of the stockholders. He shall have custody of the seal of thej corporation and its records and shall attend to all other duties assigned to him. session belonging to this corporation corpo-ration without unnecessary delay. de-lay. ARTICLE VHI Officers Section 1. The officers of this corporation shall consist of a board of not less than five nor more than twenty directors, a chairman of the board, one or more vice chairmen of the board, as the board of directors may de- |