[Published on 05/04/20 by Digital Imaging Lab (1142)] It is the responsibility of the researcher to obtain any copyright clearances. Permission to publish material from this/these transcript(s) must be obtained from the Supervisor of Reference Services and/or the L. Tom Perry Special Collection Coordinating Committee. [Notes added by transcribers are in square brackets. Dashes in square brackets indicate unclear words or letters. indicate words the author inserted to a previously written line.] VMSS 792 - Thomas L. Kane correspondence and other material on Mormon business ventures (S3_SS12) Number of Pages: 88 ----- new page (VMSS792_S3_SS12_B17_F4_p001.jpg) Copy Articles of Agreement of the Canaan Co-operative Stock Company: Be it known by these Presents: That we Erastus Snow, James Andrus, Daniel D. Mc Arthur, Henry W. Miller, Nathaniel Ashby, Carlton J. Blair, Arch. McNeill, Arch. Sullivan, Walter E. Dodge, Andrew B. Mc Arthur, Geo. Woodward, David H Cannon Richard Morris and Jesse W. Crosby, all residents of St George, County of Wash ington and Territory of Utah and Jno W. Freeman residents of Washington, County and Territory aforesaid and Wyllys D. Fuller, resident of Harris- burgh, County and Territory aforesaid, pursuant to an Act of the Governor and Legislative Assembly of said Territory of Utah, Entitled: "an act providing, for incorporating associations for Mining, Manufacturing, Commercial and other Industrial Pursuits," approved February 18th 1870, and in consideration of the premises herein mentioned, do hereby mutually agree each with the others and with ----- new page (VMSS792_S3_SS12_B17_F4_p002.jpg) our associates and successors to enter into and form an Association or Body Corporate, for the purposes and subject to the provisions, as herein set forth, viz: Art. 1. The name and style of this association shall be: "Canaan Co-operative Stock Company," the duration of which shall be twenty five years from and after the first Saturday in November 1870, unless sooner dis- solved. Art 2. The objects of this Company are the buying, raising, herding and marketing of stock and the manu- facturing of butter and cheese and marketing the same. Its principal place of business shall be the City of St George, County of Washington and Territory of Utah, but its herd grounds and dairies may be at Mar- Well's Ranche in Kane County and at such other places, as are suitable for the business and accessible to the Company. Art 3. The business of the Company shall be under the control of a board, consisting of a President, Vice President, ----- new page (VMSS792_S3_SS12_B17_F4_p003.jpg) five Directors and a Secretary, who shall be elected from among the stockholders, at a general meet- ing of stockholders, on the first Satur- day in November 1870 and annually thereafter and in case of a vacancy by death, resignation or removal the President and a majority of the Board shall have power to fill such vacancy, until the next annual Election, provided that in case of the resignation of a majority, or the whole of the Board, said Board through its President shall have power, before retiring, to order an especial election to fill such vacancies. Art. 4. The Board of officers shall hold office for one year and until their successors are elected and qualified, and in case of failure to hold election at the time specified in Art. 3, the President shall have power to call an especial election for a Board of officers. Art. 5 A majority of the Board shall constitute a Quorum to do business and the Presidents shall have power to call meetings of the Board and special meetings of the stockholders, whenever the interests of the Company ----- new page (VMSS792_S3_SS12_B17_F4_p004.jpg) shall require it, and the Vice President shall assume the duties of the President, is case of his absence or disablity, and in all things assist the President in the administration of the Company's business, and on all questions before the Board, Each member of the Board shall have one vote only. In case of the absence of the President and Vice President, the stockholders or the Board may elect a President pro tem. for such meeting; and all meetings of the stockholders and of the Board may be adjourned from time to time, as may be necessary for the Election of officers and trans- action of other business. Art 6. The Board of Directors whall have power by a two thirds vote of their whole number, to remove a Director or any other officer from his office, for conduct, prejudicial to the interests of this Institution, and the person, sought to be removed shall not vote on any matter connected with such removal. Art. 7. The maximum limit of the Capital Stock of the Company shall be one hundred thousand dollars and ----- new page (VMSS792_S3_SS12_B17_F4_p005.jpg) shall be divided into shares of one dollar each, and each share shall be entitled to one vote, in the election of officers and in all business, transacted in meetings of the stockholders. Art. 8 Shares may be paid in horned stock, or in cash and such other property, as may be accepted by the Board of Directors and is necessary for the use and benefit of the Company, for carrying into effect the objects set forth in this agreement; said Live stock and other property, to be received, as parties may agree with the agent of the Company, or to be appraised at its cash market value, by men selected by the Board and who shall not be owners of said property. Art 9. It shall be the duty of the Secretary to issue certificates of Capital Stock, whenever required, which certificates shall be signed by the President and Secretary. The number, date and amount of each certificate shall be entered in the Company's Books and when transferred to another party, the Secretary shall enter the transfer and ----- new page (VMSS792_S3_SS12_B17_F4_p006.jpg) note the same on the certificate. Where no such certificates are issued, the Secretary may make transfers of Capital Stock on the Books of the Company, by order of parties, wishing such transfers to be made. Fees for making all transfers shall be as prescribed by the By– laws. Art. 10. The individual property of the stockholders of this company shall not be held liable for the obligation of said Company, but the joint property of the Company shall be liable for the debts of said Company. Art. 11. Once in each year, it shall be the duty of the Board to cause to be made out, a list of all Live stock and other property, belonging to the Company, with its Cash market value, showing the loss or gains and exhibit the expenses of carrying on the business of the Company and showing the percentage of gains, if any, on the Capital Stock; and the Board shall declare a dividend of said gains, in kind, to be paid to the stock- holders, or placed to their credit on Capital Stock, at the discretion ----- new page (VMSS792_S3_SS12_B17_F4_p007.jpg) of the Board, provided that the Board may, at their discretion, reserve, not exceeding 2% as a contingent fund. Art. 12. Capital Stock may be withdrawn in such quantities and on such terms, as may be provided in the By–Laws. Dividends shall be computed from the following periods, to wit: "the first days in each month" and any fractions of interest, that may accrue by drawing out, or pay- ing in Stock, or other property, between the aforesaid periods, shall accrue to the benefit of the Company. Art. 13. The Board may fix rates of com- pensation to its members for service when sitting as a Board, which when approved by the Stockholders shall become valid, but the right to audit and allow or disallow all other bills for services rendered the Company, and all bills of expenses, shall be vested in the Board. Art 14. The Board of officers shall have full power to bargain, buy, sell or exchange, receive, convey or deliver under seal or otherwise, ----- new page (VMSS792_S3_SS12_B17_F4_p008.jpg) any and all species of property, pertaining to the Company, estab- lish dairies and meat markets and make all necessary improve- ments, such as may be necessary for the business of the Company and on such terms and conditions, as they may deem for the best interests of the Company. The Board shall make such By– Laws as are necessary for conducting the business of the Company and not inconsistent with these articles of agreement, or the laws of this Territory, and may Employ all needful agents and [-]iorty hands and discharge them at pleasure. Art. 15. The persons whose names and residences are as hereinbefore set forth, have each subscribed for the number of shares of the Capital Stock of said Canaan Co–operative Stock Company, as is hereinafter set opposite their respective names and have paid for the same, agreeably to the Act of the Governor and Legislative Assembly as aforesaid. (Here follow the names etc.) ----- new page (VMSS792_S3_SS12_B17_F6_I1_p001.jpg) Salt Lake City – U. T. Dec. 1st 1877 My Dear General, Your brief communication of the 9th nist, gave me a great deal of pleasure more than I can express. Am very sorry indeed that I did not get word that Mr. Cannon and Brigham, desired to Know of my affairs, I could easily have telegraphed a full explana- tion — Their agent was there and had taken a full list of everything. I have too much personal regard them, to put other than a friendly constuction, – & call it neglect. Allow me my dear friend to submit the followings – After my sickness during the months of July & Aug. 1875, I commenced my business again, with energy, not however with my usual physical strength. During the month of September following Mr. Wm W. Riter visited me, at the request of my ----- new page (VMSS792_S3_SS12_B17_F6_I1_p002.jpg) beloved Father, &made known his wishes in regard to my re- turning home & explained vividly the sadness resting upon President Young caused by the sudden deth of my brother Jos. A. (Which also had been a terrible shock to my nervous system) His report, together with letters I received, roused me to determin from that moment, to quite my business, as rapidly as possible, in honor, & return home. In December of the same year my brother Brigham Jr. came East to visit me having been sent expressly on that business by my beloved Father, _ bearing the most heat kinching letters & he in the most persuasive times, urged me to relinquish business, and return home to Father, whose declining years demanded the presence of those whome his opinion required from among his sons. According to our faith, (which you are conversant with,) I belived it my solemn duty ----- new page (VMSS792_S3_SS12_B17_F6_I1_p003.jpg) 3 to quit the wired of business, as soon as the circumstances under which I was placed, would permit me, (in [-] justice to these with whom I had negotiated and obtained favor,) and, to clear myself in honor before all men, with this in view, I made a visit home in Feburary 1846, and remained several weeks, During the time, I had frequent conversations with my dear Father, & he as often told me he would help me through, beyond what I could do myself. And with continued assurances of affection and confidence I returned East armed with the anticipation of being able, soon to clear myself & return. Up to the time of my being impress ed that it was my solemn duty to return, my name, in the business w[-]rld stood without blemish. The allurements of worldly riches sank beneath the brightening dawn of Fatherly confidence, (for which I so longed) and made me forget all else, but ----- new page (VMSS792_S3_SS12_B17_F6_I1_p004.jpg) duty to my beloved Father, and cherish- ed Leader, and made the worldly plain on which I moved sum bleak and desolate, compared with that most beautiful & sunny cl[---]e, in which my Father dwelt and served the Lord of Hosts. Not that my life was raid of the desi[-] & attempt to serve the Lord, but in comparison, looked as nothing beside the picture drown of my future at his side, when reconciliation and recogni- tion, breathed upon me new life and determenation. Durning my sickness, my account was overdrawn at Messrs Donnald Law- son [---]s, some 40,000. $, without denial, & the loans necessary were advanced & continued with perfect confidence But from the time of my determination to let money & Railroads alone, and re- turn, I was followed by a class of circumstances, which I can but disignate ----- new page (VMSS792_S3_SS12_B17_F6_I1_p005.jpg) 5 as buffetings of satan. The must [--]looked for complication of the affairs of these with whom I sought to negotiate — to illustrate— The president of Ansonia "Brass & Copper Co" ([-]uar Birmingham Con[---]) was about to take ten Bonds, Before I could call on him again, the factory burned down, and it absorbed all his ready capital to rebuild. I had sold, con- ditionally, through an agent at Waterbury Conn., to pait[-]s at Watertown Conn, some 35 or 40, bonds, provided "Wheeler & Wilson's sewing Machine Co "paid their Jan divided 1876. About Christmas time, their whole factory at East Bridgeport burned down, & the companie's lop was 450,000 to 500,000 .— The sale of course was void. At Bridgeport, in Jan/76. I de- termined to get someone of sufficient fi- nancial standing, to take the selling of my securities, From [-]iq[-]inis made of Messrs. Bishops, Richardsons, & other leading men of ----- new page (VMSS792_S3_SS12_B17_F6_I1_p006.jpg) 6 that town, Robert T. Clarke (a former mayor of the place & cashier of the City — National Bank[-]) was mentioned as the one most suitable in every respict, to carry out my plows, if he could but he convinced the bonds were good. I alone s[-]ought an introduction, & after a short acquaintance, he sold a few of my bonds, but did not pass their sale as I much as I desired. He felt that it required some- one to visit & report upon the Enterprise, whom the people there, had known & found to be reliable in judgement, & thus warrant him in spending time & influence in their negoti- ation—He remarked "Mr Young although the people fel you desire to represent the matter fairly, yet a banker of the town to personally inspired your [-]ord & in prospects, would enable me to sell all your bonds in a short time." I said "Mr. Clark will you be kind enough to select the man immediatly & let me make the propisition to him to visit- ----- new page (VMSS792_S3_SS12_B17_F6_I1_p007.jpg) 7 our Country" (Utah). He did & called in a Mr T.L. Watson, a young enegation business man engaged in banking,. I at once proposed to him, to visit Utah & investi- gate the [--]rd with resources. After consider- ing a short time, he accepted my proper of paying his expenses out & back, & would go as soon as I desired. In order to make it doubley strong, (with Mr Jos. Richardson's) I help) ^ induced a Mr. Moody, Assistant general [--]pt. of the N.Y. N. Haven & Hartford RR. (Which all the people of Connecticut consider the best [--]n road in the country & Mr. Moody one of the best railroad men) to go out with Mr. Watson. They came to Utah in Febuay /76 (& I herewith inclosed a finished copy of thier report). On my return, East. I immedi- ately commenced to get out a pamphlet embodying their report, and addressed it to R. T. Clarke. But alas before the pamphlet was out of the printers hands, it begand to be whispered around that Mr. Clarke had used funds belonging ----- new page (VMSS792_S3_SS12_B17_F6_I1_p008.jpg) 8 to the Bank — had opened cases of val- uables left in the vaults of the bank and had appropriated the funds of widows left in his bonds= In a few days it was in every month, and also that he "was indebt to Mr. Young & had used Utah Western Bonds." Altho' he had used none of my bonds and owed me nothing, the reports about him, actid like a millstone upon the neck of the swimme[-] – I saw my five months work, from December to May, entirely thrown away. It took two months more to convince th people that R.T. Clarke had nothing to do with any interprise, except as an agent who was to negotiate them. Mr. Clark's credit had so gone down that he could not have sold a twenty-dollar-gold-piece, with out it was assayed. all It is needless to rehearse ^ the difficulties thrown in my pathway-reports which I traced to those who mouthed about with Jay Gould ----- new page (VMSS792_S3_SS12_B17_F6_I1_p009.jpg) so closely, that it was but the spots on the leopards skin, to count & guess to what kind of a beast they belonged — The jealous[-]y of some at home As written in– quiries were made, because of Union Pacific reports on enterprises which they "did not back up." In short the evilone himself seemed bent on Keeping meat the grindstone until I would loose my hold on the inclination to return, & so drift back again into absorbing bus- niss, & obliterate my desire for higher things. The realization of this fact, made me all the more resolute, & convinced me beyond a doubt, that my judgment upon the pathway I had been persuing in Worldly affairs, was not that wholy sanctioned by the Almighty. Do not fel wearried, as my story in not soon told. I came home– Was called as did to dear Father's stuff. A remark made one or two days after my ----- new page (VMSS792_S3_SS12_B17_F6_I1_p010.jpg) arival, will illustrate my reception "I nitend you shall have charge of all my business, but you must learn what a dollar is worth"— and often and more impressive sayings, did my dear Father repeat in my hearing, until I fully felt the need of Higher Power, to have Grace to fulfill. You know many things repeated to you personally, therefore I need but say all promised well. After it was fully understood, I was to go East no more in railroad matters, I learned more fuly on his promised aid, & let my matters go as by default, so entirely had I left this guid- ing of matters in dear Fathers hands, Le Grand Young was sent East with instruct- tions, & acted as agent for both of us. in this business, and the subsignent contracts for &c this & iron ^ to new made under his saction & by his aid. In June lost the President went to Sanpete to attend to the organization ----- new page (VMSS792_S3_SS12_B17_F6_I1_p011.jpg) of that stake— At Ft. Ephraim I received a Telegram asking more aid, for the tr[-]ck laying could not be pushed without it. I took the telegram to Father, whose reply, was about as follows:– "I have assist- ed you & the road, & shown my confidence, now show confidence in me, and trans— fer all your ownership in the road & leave its dictation entirely to me, and I will dictate it, & you, so you will come out all right, but you must show to me your intire willingness to be guided by me, & I will protict your interests, — otherwise I decline to put more into the is road, If this ^ done I will see you through & the road through." I went into the other room, & without a thought of protiction to myself, hurriedly wrote our the "Transfur" (a copy of which is inclosed with the copy of accompaning ^ affidavits.) and added to it, without request, the agreement to ----- new page (VMSS792_S3_SS12_B17_F6_I1_p012.jpg) make an assignment of all my property, which was understood, subsi— quiatly, beliv[-]n Father & myself, to mean high my ^ priced horses, & such property as I could spare, without dicommoding my family or myself, & that would be intirely reasonable. I handed him the "Transfer" & remarked that—"You can see I have perfect confidence in you, as I put all into your hands." The qualification of dear Father's ad– vice to me, has always shown, no luck of Confidence or distrust, as tomy sesire, & ability to perform,_ but "to learn what at d[---]lus is worth —" Not that I, upon myself, did spend means extravagently, but gave to others too much, and took myself upon & [---]nt m[--]anentav[-] burthens, ^ paying interest [--]. In fact, Father desired me to ^become a model representative of economy, & industry, & all that a Latter Day Saint should be. ----- new page (VMSS792_S3_SS12_B17_F6_I1_p013.jpg) The "Transfer" of personal property, I offered several times to carry out, but Father seemed willing to let it re- main, if I used reasonable energy in disposing of that which I did not need, & put it into the road. He carried on all business with the road, gave all instructions, received all reports, elicit the Board he wanted, & in fact assumed entire controle of the business, He notified the president, Le Grand Young and the Secqy N.W.Riter, that he had purchased all my interest, & they fully understood the slick was to be issued to him, as soon as the road could be built could be built further on. He arranged with — Le Grand Young to go East the first of September, to attend to the negotiating the bonds & settle up the business. In fact in every act, he showed plainly that it was his intention to hold my sicurites & see me through, - and as he expressed to dear Mother & myself ----- new page (VMSS792_S3_SS12_B17_F6_I1_p014.jpg) shortly before he was taken sick, that he intended to "see me through all right" & that I "should have as much influence as any man in the Country". & other expressions I do not care to repeat for they were entirely upon ecclesiastical matters. , It does not appear to me that the compact made in your presence, has been (0g [-]h Executors) acted upon in good faith ^ I was left in total ignorance during their term of Eastern travel & not telegraphed to or informed that a statement was requred. Waiting in every- day expectation for a decision, a suits goes to judgement, & nothing left but for me to take the W.S. Marshall, myself, around to attach my personal property, to satisfy his living for 10,400$. On the return of the Executors, I laid the matter before them they & after a cool consideration^ decided to pay individually, the amount, and buy in ----- new page (VMSS792_S3_SS12_B17_F6_I1_p015.jpg) the judgement & let my property go by Marshall's sale (which has been done) at one quarter its value, when a private sale would have been vailid, only a bill of sale might have to be shown in Court in case of other suits & attachments, to prove property, And so the matter rests,—I shorn of property & credit, & those who ought to act upon Father's agruments stand by & wonder what is coming next, Come I have undoubtedly a friendly right to repurchase all my property, by paying the money, but between now & that time, if anything should happen to either Mr Cannon or Brigham, in all probability, their heirs would not be willing to relinquish so good a thing. Decisn sion is what I want. If this business must fall with crushing force upon me let it come – God's will be done, it will not crush me, but if dear Father's will of 1877 is to be carried out let me be liberated. Do you suppose I would ----- new page (VMSS792_S3_SS12_B17_F6_I1_p016.jpg) stand in awe of an heir, who comes stalking into the office to enquire of the Executors, "what they mean by paying John his debts." No! I would meet it squarely & in Kindness, but with firmness, & explain to them my plain duty in carrying out the last wishes & agrument of then Benefactor & tell them, altho' they were left as equals in property, it was the vindication of a great principal that actuated President Young, & not a recognition of rights to property according merit, I believe this business should be carried out in the greatest frankness, & let all know as chorly as practicable, what is going on. So far the burden of exploration has rested upon me, & I have found that every one, when shown, that it was plainly dear Fathers calculation to recognize my night to assistance, in as much as my business was sacrefised, to be near him, ----- new page (VMSS792_S3_SS12_B17_F6_I1_p017.jpg) they have been satisfied; and say, let the Executors go ahead and do as they think best, only let them treat us with frankness, I have suffred enough mortifyca- tion already, to make me fear no finan- cial uttimatum. My nerves are perfictly- fimr— my health exceeding good, & my determination to live as dear Father de- sired me, is my whole disposition now All former energy & all perseverance [---]d in railroading & outside business, with the Lords help, I expect to use in assisting to push the C[-]use to the South, into that far off territory of Arizona, Amid the Wilderness of that new Zion, I can find employment for all strength, and find those who will appreciate one who is willing to work night & day for their advancement. I am about to [---]ve for this south to visit our settlements in Arizona & New Mexico ----- new page (VMSS792_S3_SS12_B17_F6_I1_p018.jpg) & look at the Country sufficently, to select a favorable location for myself & family, & return, probably, about Feb 15th, & remain during the latter part of the Legislature. Immediately after April Confrence, load up my wagons with whatever Kind Providence may provide for me, & seek a new home, There is a great work to do there to direct the new & growing settlements of our people, & there among the Indians, no doubt I will find room to work, as I go to preside, God grant I may prove worthy to accomplish it. The last paragraph of your letter has crused me much serious reflection, and especially your reference to "that ill omened Friday night. If I could have known yet ed [---] to have remain ^ several days longer would have I of course ^ put off my going several days ----- new page (VMSS792_S3_SS12_B17_F6_I1_p019.jpg) and had our understanding on busi– ness I council reduced to paper. But were I to do over again, with my present understanding, I could but act the same The peaceful approbative feeling. I have enjoyed can but bear testimony that I have carried out in good faith my dear Father's last request, & did not wait to tempt Provi- dence which I feel has sanctioned my course in this. Persecution cannot convince me that I have not coined out the Will of the Lord. Rest assured my dear, dear Friend, I have carried out the bidding of dear Father. The lastwords in your letter, have caused me a great deal of sadness — "You are young and have still a life be- fore you — in which, in heroism, if with hardship, you can yet build up an honor– able name." What have I done that my name should not be honorable? Did I not quit the field of prospertiy —&turn my back upon the world, & bend my head in humble sub- mission to him, to whom I owe my earthly existance? Am I not laboring in the cause of righteousness? Am I not ----- new page (VMSS792_S3_SS12_B17_F6_I1_p020.jpg) willing to pass through hardship, & face the gloom of a new & untried region to serve in the "Great Cause" in which my honored Father gave a life's devotions What has made my name other than honorable?—Tone, notes have been protect,— ed & credit allowed to wane, but was not the word to me, — "Your name shall be preserved in honor, & you shall have all the influence anyone should de- sire." My Father will yet keep the promise good .— I know his aid will attend me — If I do my duty as I am now striving to do. If my name is yet honorable with the good, and you my dear Friend, still feel to sustain me, I am happy in the circumstances surrounding me. There are many things I could say to you personally, for you alone – You are good, You are noble, & I do most fervently pray that your life may yet be spared to us, many, many, years upon the Earth ----- new page (VMSS792_S3_SS12_B17_F6_I1_p021.jpg) To make the Executives perfectly safe, As a last resort, I make this pro- position: Have the appraisers, who have valued all the property of the Estate, go over the Utah Western & value the bonds the same as they have other property of the Estate, and if they do not consider the bonds, Worth what they are hypothicated for, I will give them a bond, to make up the balance, (if there be any) out of my share of the Estate, There can be no question but the bonds now belong to the Estate; and if they should come up in value, which [--]y are sure to do as soon as the country lightens up a little, Will not the [--]ecutors be liable for the advance, between the price they are hypothicated at, & the price they advance to if they do not take them up? They will at least be liable to censure. Suits are pending, and your decision communicated as soon as possible to Mr. Cannon at Washington, will enable him to telegraph Brigham, & Mr. Carrington, so they they can take immediate action, for there is no time to loose. ----- new page (VMSS792_S3_SS12_B17_F6_I1_p022.jpg) Feel free and unbiased my friend, & let not a friendship of years, cause one atoms weight to rest in my favor. No act of mine shall do you injustice, or cause you pain, Let me go down in finance, if that is to be – You will see I have courage, Will, & faith to carry me through, The last words of Mr. Cannon (in which Brigham joined fully,) were "The Generals' (Yours) decision one will act upon – with it we feel safe." In [-]ith case please write as soon as pos- sible to Mr. Cannon at D.C. as I have writen him to communicate by telegraph to Brigham who stands ready to act immediately. Please find affidavits of Brigham Young, James Jack, LeGrand Young & a full list of my indebtedness, where bonds are placed as collateral. My other liabilities are a few small accounts, mostly contracted for living— not to exceed one thousand dollars, excepting the amount of 1,450.$ at Zions Savings Bank & Trust Co. for which a car is held as collateral, & the Executives want that to pay the Utah Central & Utah Northern RR's for freight on ties & Iron used in the construction of the Western – The car is w[-]th at a low ----- new page (VMSS792_S3_SS12_B17_F6_I1_p023.jpg) Jnoi 2800.$. They expect to take it & pay the amt at the Z.S.D. & 5 Co's With heart felt gratitude for your con- most tinued interest in me, and with the^ sincere and kindly remembrances to Mrs. Kane and the Children, I am still your friend, and always yours, Much affectionately Jno. W. Young ----- new page (VMSS792_S3_SS12_B17_F6_I2_p001.jpg) Salt Lake City, Nov. 21st, 1877 John W. Young Esq Dear Sir, At a meeting of the Board of Directors of the Utah Western Railway Co., held to-day, the following Resolution was passed: "It was moved and seconded that the President appoint a Committee of three to draft a communication to the contractor John W. Young calling on him for a speedy performance of his Contract and a statement as to his intentions in the matter. Mr. B. Clawson, S. B. Young and W. W. Riter were appointed such Committee." In accordance with the above we hereby call your attention to a contract tendered by the Board of Directors on the 19th day of June 1874, and accepted by you Jan. 26th, 1875, by which you agree to build a Rail- road from Clinton's Landing to, at or near Stock- ton Lake, a distance of 24 miles, and as compensation therefor you were to receive 384 one thousand dollar bonds of this company to-gether with 4080 shares of stock. The said Bonds were given to you Jan. 26th, 1875, and at this date the contract on your part remains unfulfilled. This, therefore, is to call upon you for a speedy fulfilment of your contract according ----- new page (VMSS792_S3_SS12_B17_F6_I2_p002.jpg) to its specification. The Board took an adjournment till to- morrow at 10 a.m. to receive from you a communication in regard to the matter. Respectfully Yours, W.W. Riter N.B. Clawson S. B. Young [written side ways next to the three names] Committee Territory of Utah County of Salt Lake S.S. I James Jack a Notary Public in and for said County do hereby certify that I have carefully compared the foregoing document with the original and hereby certify that the same is a full true and correct copy thereof In witness whereof I have hereunto set my hand and affixed my Notarial seal at my office in Salt Lake City U. T. this 1st day of December A. D. 1877 James Jack Notary Public. ----- new page (VMSS792_S3_SS12_B17_F6_I2_p003.jpg) Note No time was agreed upon for to fulfill- ment of the contiret SWY ----- new page (VMSS792_S3_SS12_B17_F6_I3_p001.jpg) S.L. City, Nov. 28./77. To the Board of Directors of the Utah Western Ry. Gentlemen: In answer to the communication of your committee W. W. Riter, Mr. B. Clawson and S. B. Young Esqrs., I will say by way of explanation, the letter was left without special remark as to its being anything of importance and I did not receive it in time to be present at your adjourned meeting. I have too much pers- onal regard for the members of the Board to wish to offer them an affront. In reply to the communication I submit the following copy of a bill of sale. " Ft. Ephraim July 4, 1877. For value received ,I hereby sell and transfer to Prest. Brigham Young all my right, title & ownership in the Stock & Bonds of the Utah Western R[--]. and relinquish all man- agement of the same to .Prest. B. Young. It being understood that Le Grand Young is to take hold of the same & assist in the sale of securities and the management of the Road under the direction of .Prest. Young It is also agreed by me that I execute to Le Grand Young and W. W. Riter of Salt Lake City an assignment of all my property ----- new page (VMSS792_S3_SS12_B17_F6_I3_p002.jpg) as trustees to make sale of the same for the liquidation of my indebtedness, and when the business is settled up and debts paid, the remainder is to be disposed of according to the direction of Prest Brigham Young Witness my hand & seal the day and year above written (signed) John W. Young." Signed Rudger Clawson Geo. Q. Cannon Witnesses" This bill of sale (hastely written) conveyed all my contract with your company as well as securities, as my right to securities depended upon it. The sad and unexpected event which has taken from you and me & the people of this great Territory our best friend has delayed the carrying out of my father's agreement to see the road through. Personally, I have the strongest desire to see the road completed and give to the investors all that was promised from the prosperous indications. which led us all into the road, and anything I can do in my crippled condition shall be rendered cheerfully The fact is that I have reduced my circumstances to the minnimum of possibilities to assist in pushing the road to its present terminus Wishing you every success & referring you to the Executors of Prest. Young's Estate, I remain, Truly yours, (Sig) J. W. Young. ----- new page (VMSS792_S3_SS12_B17_F6_I3_p003.jpg) Territory of Utah County of Salt Lake S. s. P. James Jack, a Notary Public in and for said County, do hereby certify that I have carefully compared the foregoing with the original document, and hereby certify that the same is a full, true, and correct copy thereof. In witness whereof I have hereunto set my hand and affixed my Notarial Seal at my office in Salt Lake City, U. T. this 1st day of December, A. D. 1877 James Jack Notary Public. ----- new page (VMSS792_S3_SS12_B17_F6_I4_p001.jpg) To Hons. Geo. Q. Cannon, B. Young, and A. Carrington, Executors, Preset. Young’s Estate List of Amounts due, with No. of Bonds, held as Collateral. Charles E. Appleby N.Y. about 8.000 – with 20 Bonds C. P. Huntington “ “ “ 13.000 – “ 30 “ Continental N.B. “ “ “ 5.000 – “ 10 “ Marietta Coal & Iron Co. Ohio “ 14.500 – “ 34 “ North Chicago R.M. Co. Ill. “ 4.500 – “ 12 “ May Dewey T.R. Jones, S.L.C. “ 3.300 – “ 6 “ John Sharp “ “ 2.800 – “ 5 “ Conn. N. Bank Conn “ 5.000 – “ 10 “ Ma[-]ch Chu[-]k Penns “ 11.000 – “ 20 “ John Miller S.L.C. “ 1.400 – “ 4 “ A. Doremus “ “ 300 – “ — Wm. Tolley “ “ 600 – — N. Groesbeck “ 1.200 – “ 2 “ Cleveland Rolling Mill Co “ 1.300 – “ 2 “ E & O E 71.700 – “ 155 “ Respectfully submitted (Signed) Jno. W. Young N.B. James Jack Esq. had instructions to settle my Coop. account ($7.00000) and made partial arrangements with D.O. Calder; Treasurer which was understood. (Sig) J.W.Y. Territory of Utah } S.S. County of Salt Lake} I, James Jack, a Notary Public in and for said County do hereby certify that I have carefully compared the foregoing with the original document, and hereby certify that the same is a full, true, and correct copy thereof. In witness whereof I have hereunto ----- new page (VMSS792_S3_SS12_B17_F6_I4_p002.jpg) set my hand and affixed my Notarial Seal at my Office in Salt Lake City, U. T. this 1st day of December, A. D. 1877. James Jack James Jack Notary Public ----- new page (VMSS792_S3_SS12_B17_F6_I5_p001.jpg) Territory of Utah County of Salt Lake ss. I, James Jack, being first duly sworn deposes and says: – I am a resident of Salt Lake City, in the Territory of Utah, and aged Forty seven years. That some time during the month of July last President Brigham Young brought to me the orig- inal of the following document: Ft. Ephraim, July 4th, 1877. For value received I hereby sell and transfer to Prest. Brigham Young, all my right, title & ownership in the stock and Bonds of the Utah Western Railway & relinquish all management of the same to Prest. Brigham Young. It being understood that Le Grand Young is to take hold of the same & assist in the sale of securities & the management of the road under the direction of Prest. Young. It is also agreed by me that I execute to Le Grand Young & Wm Riter, of Salt Lake City an assignment of all my property as trustees to make sale of the same for the liquidation of my indebtedness & when the business is settled up & debts paid, the remainder is to be disposed of according to the direction of President Brigham Young. Witness my hand and seal the day and year above written (Signed John W. Young seal (signed Rudger Clawson " George Q. Cannon Witnesses ----- new page (VMSS792_S3_SS12_B17_F6_I5_p002.jpg) President Brigham Young requested me to make a Copy of the foregoing, which I did . When I returned the original to the said Pres- ident Young, he remarked to me that he intended to help Bro. John W. out, so that he could have him at home to assist him. From remarks made at different times by President Brigham Young during the pres- ent year, I infer that it was his intention to take Bro. John W. Young's property, including Utah Western Bonds, and pay his indebtedness. During a conversation between President B. Young and Bishop John Sharp with reference to freight on Iron and Ties for the Utah Western Railway, I was present and heard Bishop Sharp inquire of President B. Young who he should look to for payment for said freight. Prest. B. Young replied, "You can look to me for the pay, I will be responsible for that." Further this deponent saith not. (signed) James Jack Subscribed and sworn to before me this 27th day of November A.D. 1877. (signed) Wm Clayton Notorial Notary Public Seal for Salt Lake County, U.T. ----- new page (VMSS792_S3_SS12_B17_F6_I5_p003.jpg) Territory of Utah County of Salt Lake S.S. I James Jack a Notary Public in and for said County, do hereby certify that I have carefully compared the foregoing affidavit with the original document, and hereby certify that the same is a full true and correct copy thereof In witness whereof I have hereunto set my hand and affixed my Notarial seal at my office in Salt Lake City U.T. this 1st day of December A. D. 1877 James Jack Notary Public ----- new page (VMSS792_S3_SS12_B17_F6_I6_p001.jpg) Copy S. L. City, U. T. Nov. 28th, 1877. To Hons. Geo. Q. Cannon, } Brigham Young } and Albert Carrington } Gentlemen:– As I am about to leave for the South on the business appointed by the Council of Apostles, I desire to urge upon you the fact that my beloved father Prest. Brigham Young your friend ^ (inasmuch as he called me to close my business,) agreed to have my name honorably discharged from my indebtedness. In order to save time therefore and prevent additional complications arising from suits which may be entered during my absence and pressed to judgment I hereby give you a lieu on all my interest as heir in my father's estate to secure you individually, for what you may from this time, in my affairs during my absence on my present tour to the South This lieu however is understood by me to be binding only in the case that you find you cannot legally follow out the evident intent of my father in settling up my affairs, I had rather sacrifice every dol- lar, and have my name honorably dis- charged, than own millions in dishonor. ----- new page (VMSS792_S3_SS12_B17_F6_I6_p002.jpg) You cannot but admit that my good name has suffered sufficiently and that I have been humbled already enough to satisfy any of those who have thought me extravagant. Remembering this that my name was honorable in the business world in every sense of the word up to the time of turning my back upon it, at the command of our leader, (which I do not regret,) and resumed the duties he so much desired me to spend my time and energies in prosecuting at his side. You owe it to his judgment, to those in the outside world, who trusted me, and thought him honorable, to do this business; matters pressed no further. Respectfully, Your Bro. (Signed) John W. Young, Territory of Utah} County of Salt Lake} S. S. I, James Jack a Notary Public in and for said County do hereby certify that I have carefully compared the foregoing with the original document, and hereby certify that the same is a full, true, and correct copy thereof. In witness whereof I have hereunto set my hand and affixed my Notarial Seal at my Office in Salt Lake City, U.T. this 1st day of December, A.D. 1877. James Jack Notary Public [gold seal in the bottom left corner] JAMES JACK SALT LAKE COUNTY UTAH NOTARY PUBLIC ----- new page (VMSS792_S3_SS12_B17_F6_I7_p001.jpg) Territory of Utah} County of Salt Lake} SS. I, Brigham Young, being first duly sworn, depose and pay:- That I am a resident of Salt Lake City, in the Territory of Utah, aged forty years. That during the summer of 1877, this affiant hereby testifies that of his own knowledge, President Brigham Young did take possession of the Utah Western Railway, and assumed the expense of completing the thirteen miles– more or less– which was to have been built by the contractor John W. Young. And I consider that President Brigham Young did own and assume John W. Young's interest in the Utah Western Railway, and, according to my understanding with President Brigham Young, he decided to relieve John W. Young from his liabilities in the East, and place him in a position that he could claim his undivided services. Further this deponent saith not. (Signed) Brigham Young. Subscribed and sworn to before me the 30th day of November A.D. 1877. James Jack, Notorial Notary Public Seal for Salt Lake County, U.T. ----- new page (VMSS792_S3_SS12_B17_F6_I7_p002.jpg) Territory of Utah} County of Salt Lake} S.S. I James Jack a Notary Public in and for said County do hereby certify that I have carefully compared the foregoing affidavit with the original document, and hereby certify that the same is a full true and correct copy thereof In witness whereof I have hereunto set my hand and affixed my Notarial seal at my office in Salt Lake City U.T. this 1st day of December A.D. 1877. James Jack Notary Public. [gold seal on the bottom left corner of page] JAMES JACK SALT LAKE COUNTY UTAH NOTARY PUBLIC ----- new page (VMSS792_S3_SS12_B17_F6_I8_p001.jpg) Territory of Utah} County of Salt Lake} SS On this 26th day of November A.D. 1877, personally appeared before me, James Jack, a Notary Public in and for said County, Le Grand Young, personally known to me to be the President of the Utah Western Railway Co., who first being duly sworn on his oath does say: That on or about the 10th day of July A.D. 1877, he called upon the late President Brigham Young at the latter's residence, in Salt Lake City, to ascertain if President Young intended to aid his son John W. Young in completing the Utah Western Railway line: After stating his business President Young asked affiant how much was needed to finish lay- ing the iron the company then had on hand. Affiant answered that he was not familiar enough with the business of the company to answer that question; but stated that the most pressing requirement now was railroad ties of which the company needed about thirty thousand, President Young then said, he would make arrangements to get them, and affiant has been informed, and believes that the ties in question were purchased and paid for by the said President Young. Affiant fur- ther states that while in the presence of President Young, at the date aforesaid, the latter took from his pocket and handed to W. W. Riter and told him to read it aloud so that aff- iant could hear a paper writing of which ----- new page (VMSS792_S3_SS12_B17_F6_I8_p002.jpg) the following is a copy: Ft. Ephraim July 4, 1877. For value received I hereby sell and transfer to President Brigham Young all my right, title and ownership in the stock and bonds of the Utah Western Railway, and relinquish all management of the same to President Brigham Young. It being understood that Le Grand Young is to take hold of the same & assist in the sale of securities and the management of the Road under the direction of Prest. Young. It is also agreed by me that I execute to Le Grand Young and Wm. Riter of Salt Lake City an assignment of all my property as trustees to make sale of the same for the liquidation of my indebtedness, and when bus- iness is settled up and debts are paid the remainder is to be disposed of according to the direction of President Brigham Young. Witness my hand and seal the day and year above written (Signed) John W. Young Witness {Rudger Clawson} {George Q. Cannon} President Young then asked affiant if he would make a trip East and try and sell the bonds mentioned in said transfer, and further asked what affiant thought said bonds would bring: ----- new page (VMSS792_S3_SS12_B17_F6_I8_p003.jpg) Affiant further says that it was understood between him and the late President Young that so soon as the stock on the unfinished road of the Utah Western was issued it should be issued to him (President Young) (Signed) Le Grand Young Subscribed and sworn to before me} this 28th day of November A.D. 1877} James Jack Notarial Notary Public Seal for Salt Lake County, U.T. Territory of Utah} County of Salt Lake} S.S. I James Jack a Notary Public in and for said County, do hereby certify that I have carefully compared the foregoing affidavit with the original docu- ment, and hereby certify that the same is a full true and correct copy thereof. In witness whereof I have hereunto set my hand and affixed my Notarial seal at my office in Salt Lake City U.T. this 1st day of December A.D. 1877 James Jack Notary Public. [gold seal on the bottom left corner of page] JAMES JACK SALT LAKE COUNTY UTAH NOTARY PUBLIC ----- new page (VMSS792_S3_SS12_B17_F6_I9_p001.jpg) Important pleas foward immediately Genl. Thomas L. Kane Kane McKean Co Penna ----- new page (VMSS792_S3_SS12_B17_F7_p001.jpg) "Holiness to the Lord." Aritcle of Agreement. of "Winsor Castle" Stock Growing Company." Be it known by these presents. That we Brigham Young sen. of Salt Lake City ^ Amos Milton Musser. Elijah. F. Sheets. Lorenzo D. Young. of Salt Lake City. and Territory of Utah, and Joseph W. Young, Alex F. Macdonald, of St George, Washington County, and John .W. Freeman. Washington Washington County, Anson P. Winsor. Winsor Castle, Kane County, in Territory aforesaid, persuant to an act (of the Governor, and) Legislative Assembly; of said Territory of Utah. entitled "An Act for Incorporating associations for Mining, Manufactuing, Commerical and other industrial pursuits." approved Febrary Eighteenth 1870. and in consideration of the premises herein mentioned, do hereby mutually agree each with the others and with our associates, and successors ----- new page (VMSS792_S3_SS12_B17_F7_p002.jpg) to enter into and form a Company or body corporate, for the purposes, and subject to the provisions as herein set forth, viz. Art 1st. The name and style of this company shall be; "Winsor Castle stock Growing Company", the duration of which shall be Twenty Years (20) from and after the first Thursday in January one thousand Eight hundred and seventy three. unless sooner dissolved, Art 2d The objects of this Company are the buying, growing, and marketing of stock, and the manufacturing of Butter and Cheese and Marketing the Same The principal place of business shall be in the City of St. George County of Washington and Territory of Utah but the herd ground and daries may be at Winsor Castle Ranche in Kane County, and at such other places as are suitable for the business, and accessible to the Company. Art 3d - The business of the Company shall be under the control, of a board ----- new page (VMSS792_S3_SS12_B17_F7_p003.jpg) of seven directors who shall have power to elect their own officers the directors shall be elected at a general meeting of stock holders, on the first Thursday in January Eighteen Hundred and Seventy-Three (1873) and annually thereafter, and in case of a vacancy by death, resignation or removal, a majority of the board shall have power to fill such vacancy until the next annual election. provided that in case of the resignation of a majority, or the whole of the board said board, through its President, shall have power before retiring, to order an especial election to fill such vacancies Art 4th The directors shall hold office for one year and until their successors are elected and qualified B. I. Art 5th A majority of the board shall constitute a quorum to do business and the President shall have power to call meetings of the board and special meetings of the stock- -holders, whenever the interests of the Company shall require it, and the [The following is written sideways in left margin] Be more explicit here: following the provision of the Act. See detached notes (Slip) reconcile with Art. 6 – Port. Revise ----- new page (VMSS792_S3_SS12_B17_F7_p004.jpg) Vice President shall assume the duties of the President in case of his absence or disability and in all things assist the President in the administration of the Companys business, and in all questions before the board, each member of the board shall have one vote only In case of the of President and Vice President the stock holders or the board may elect a President pro. tem. for such meeting; and all meetings of the stock- -holders and of the board may be adjourned from time to time as may be necessary for the election of officers and the transaction of other business Compare with Art 4. Art. 6th. The board of directors shall have power by a two third vote of their whole number to remove a director or any officer, from his office for conduct prejudicial to the interest of the Company, and the person sought to be removed shall not vote on any matter connected with such removal [The following word is written sideways on the left side of the page corresponding to the crossed out sentence] Bad Art. 7th The Maximum limit of the capital stock of the Company shall be Five Hundred Thousand dollars ----- new page (VMSS792_S3_SS12_B17_F7_p005.jpg) ($500.000.00) and shall be divided into shares of Twenty-five dollars each the laborer B.L. and Each share shall be entitled the [---] to one vote in the election of officers and in all business transactions in meetings of the stock holders. Art 8th Shares may be paid in horned stock, or in Cash or such other property, as may be accepted by the board of directors and is d necessary for the use and benefit of the Company, for the carrying into effect the objects set forth in this agreement; said Live stock and other property to be received as parties may agree with the agent of the Company or to be appraised at its cash market value by men selected by the board and who shall not be owners of said property, B.L. Art. 9th It shall be the duty of the secretary to issue Certificates of Capital stock under the directions of the board, which certificates may be signed by the President or Vice President and Secretary, The number, date, and amount of each ----- new page (VMSS792_S3_SS12_B17_F7_p006.jpg) Certificate shall be entered in the Companys books, and when tran- -sferred to another party the secretary shall enter the transfer, and note the same on the Certificate. [The following line is written sideways in the left margain of the page] Retain this Art 10th The individual property of the stock holders of this Company shall not be held liable, for the obligations of said Company, but the joint property of the Company shall be held liable for the debts of the Company. [The following is written in the left margain of the page] B.I. and Bad at that. Art. 11th Once in each year it shall be the duty of the board to Cause to be made out a list of all live stock and other property, belonging to the Company, with its cash market value, showing the loss or gains and exhibit the expenses of carrying on the business of the Company, and showing the per Centage of gains, if any, on the Capital stock: and the board shall declare a dividend of gains to be paid to the stock holders or placed to their credit on Capital stock, at the discretion of the board ----- new page (VMSS792_S3_SS12_B17_F7_p007.jpg) provided that the board may at their discretion reserve not exceeding two pr cent as a contingent fund no. II. Art. 12th The board may fix rates of compensation to its members for services, when sitting as a board which when approved by the d stockholders shall become valid but the right to audit and allow or disallow all other bills for services rendered the company and all bills of expenses, shall be vested in the board BI Art. 13th The board of officers shall have full power to bargain buy, sell or exchange, receive, convey or deliver under seal d or otherwise any and all species of property, pertaining to the Company. The board shall make such Bye- -Laws as are necessary for conducting the business of the Company, and not inconsestant with these articles of agreement, or the laws of this Territory ,and may employ all work hands and discharge them at pleasure. ----- new page (VMSS792_S3_SS12_B17_F7_p008.jpg) Art–14th The persons whose names and residences are as herein before set forth have each subscribed for the number of shares of the Capital stock of said "[---] Castle stock Growing Company" as is herein after set opposite their respective names and have paid for the same agreeably to the Act of the [Governer and] Legislative Assembly as afore- said. The names and number of shares being as follows Too wit: [---] ----- new page (VMSS792_S3_SS12_B17_F7_p009.jpg) In witness whereof we have hereunto set our hands at St. George City this second day of January A.D. 1873. Names Amounts Brigham Young Sen $2,350 00 Alex. Y. Macdonald. 1,000 00 A. Milton Musser 200 00 Jos W Young 200 00 A.P. Winsor 3,000 00 E. F. Sheets 200 00 John [-] Freeman 200 00 Lorenzo D Young 200 00 Territory of Utah} Washington County}SS Personally appeared before the undersigned Probate Judge in and for said County this second day of January AD 1873 Brigham Young Sen. Alex. F. Macdonald A. Milton Mus- -ser Jos W. Young A.P. Winsor E.F. Sheets John W. Freeman and L D Young to me personally known and who did severally acknow- -ledge that they and each of them ----- new page (VMSS792_S3_SS12_B17_F7_p010.jpg) did voluntarily sign the within and foregoing agreement and for the purposes as therein expressed and set forth and that they and each of them are still satisfied therewith. As witness my hand and the seal of the Probate Court in and for said County the year and day as above written William Snow Probate Judge Territory of Utah }SS Washington County We Brigham Young Sen A F Macdonald A Milton Musser Jos. W. Young – A. P. Winsor and E F Sheets being the same persons whose names are in and subscribed to the within and foregoing agreement being first duly sworn according to the law on our several oaths ----- new page (VMSS792_S3_SS12_B17_F7_p011.jpg) do say that the persons named in said agreement have Com- menced the business as therein mentioned and that said affiants, and each of them, verily believe that the parties to said agreement have paid for the shares of stock subscribed for by them in said Winsor Castle Stock growing Company in full for each and every share so subscribed by each and every of them as is set forth opposite their respective names, in said agreement and at the par value thereof. Brigham Young Sen. Alex. F. Macdonald, A. Milton Musser Jos W Young A. P. Winsor E. F. Sheets Subscribed to and sworn to before this second day of January AD 1873 Wm Snow Probate Judge of Washington County Utah ----- new page (VMSS792_S3_SS12_B17_F7_p012.jpg) Agreement of See Utah Acts cap IXII Winsor Castle Stock Growing @ Filed January 9th 1873. Alden a.w. Jackson. Clerk P Whole Court. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p001.jpg) K. HOLINESS TO THE LORD! ZION'S CO-OPERATIVE MERCANTILE INSTITUTION. (LIMITED LIABILITY.) AGREEMENT, ORDER, CERTIFICATE OF INCORPORATION & BY-LAWS. INCORPORATED DECEMBER 1st, 1870. SALT LAKE CITY, UTAH, PRINTED AT THE DESERET NEWS BOOK AND JOB OFFICE. 1870. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p002.jpg) Holiness to the Lord! ZION'S CO-OPERATIVE MERCANTILE INSTITUTION. (LIMITED LIABILITY.) AGREEMENT, ORDER, CERTIFICATE OF INCORPORATION & BY-LAWS. INCORPORATED DECEMBER 1st, 1870. SALT LAKE CITY, UTAH, PRINTED AT THE DESERET NEWS BOOK AND JOB OFFICE. 1870. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p003.jpg) (2) The question is as to the [-]ability of Brigham Young Sr.—for more than $77 200 under this agreement and the hundred General a[-]t. The Capital Stole around Pr[---] 24. h.7 very $100.000 s[---] [--] full (?) The Capital [---] poor. 3' (h3) $1000.000. The Statute authorizing art 7 (h. 14) $2000.000 [beehive motif in the middle of the paper] I[-] sense Nov. 18. 1870 the jots of the sam [--]ytin of stride Pow 24. [--] the Capital has brown to Him. on have the ry[---]ts 4 the aut s 7 (and Pro 8.) & <(&)> [---]y for each [-]ernie [---] complan mte. If the Capital was to be taken at $1000.00 [---] at that time, then shal not the sum of 25 per hour (s 2 bet $250.000 hav been s[---] before the ad[---] meat [---]s2 [--] [the following is written sideways on the margin] meeting of Stockh[---]. 2/3 vote. No sale one [---] at h[--] ----- new page (VMSS792_S3_SS12_B17_F8_I1_p004.jpg) [---] 27 h. 22 faithfully [---]d Has it been attended to? AGREEMENT. Be it Known by these Presents: That we, Brigham Young, George A. Smith, William Jennings, William H. Hooper, David Day, Brigham Young, jr., Joseph Woodman- see, Edward W. East, Theodore McKean, Carl C. Asmussen, Robert T. Burton, Charles Crismon, Thomas Taylor, John M. Bernhisel, Aurelius Miner, George Q. Cannon, Lewis S. Hills, Zerubbabel Snow, William Clayton, Thomas Williams and Albert P. Rockwood, all residents of Salt Lake City, in the County of Salt Lake and Territory of Utah, pursuant to an Act of the Governor and Legislative Assembly of said Territory of Utah, entitled "An Act providing for Incorporating Asso- ciations for Mining, Manufacturing, Commercial and other Industrial pursuits," approved February 18, 1870, and in consideration of the premises herein mentioned, do hereby mutually agree each with the others and with our associates and successors to enter into and form an Association or Body Corporate, for the purposes and subject to the provisions as herein set forth, viz: 1st. —THIS ASSOCIATION shall be known by the name and style of "ZION'S CO-OPERATIVE MERCANTILE INSTITUTION," the continuance, duration or succession of which shall be for a period of Twenty-five (25) years, from and after the Fifth (5th) day of October, A.D., 1870. 2d.—THE OBJECTS OF THIS INSTITUTION are to establish and carry on in Salt Lake City aforesaid, as the chief or general place of its business, and at such other places as may be determined by the Board of Directors, the business of manufacturing and general merchandising. 3d.—THE CAPITAL STOCK of this Institution shall be One Million ($1,000,000) of Dollars, and divided into shares of One Hundred ($100) Dollars each. Said Capital Stock may be increased as prescribed by law. 4th.—THE OFFICERS OF THIS INSTITUTION shall consist of a President, Vice-President, Board of Directors, Secretary and Treasurer, each of whom shall be a Stockholder in this Institution. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p005.jpg) 5th.—THE BOARD OF DIRECTORS shall consist of nine (9) persons, including the President and Vice-President, who shall be ex officio members of the Board. 6th.—IT SHALL BE THE DUTY of the President to preside at all meetings of the Stockholders and of the Board, and to sign all documents as are or may be prescribed by this agreement, or the By-Laws of this Institution, except certificates of dividends to Stockholders, which may be signed by the Secretary. In case of absence or disability of the President, the Vice-President shall perform the duties of the President; provided, that in case of absence of the President and Vice- President, the Stockholders or the Board may elect a President pro tem., for such meeting; and all meetings of the Stock- holders and of the Board may be adjourned from time to time, as may be necessary for the election of officers and transaction of other business; and all adjournments shall be as prescribed by the By-Laws. 7th.—IT SHALL BE THE DUTY of the Board of Directors to enact By-Laws for the general management and direction of the business of this Institution, and to procure suitable places for the transaction of its business by lease, purchase or construction; also, so far as may be necessary, to employ and appoint committees, delegates, superintendents, agents, attor- neys and clerks to assist in carrying on the business and promoting the welfare of the Institution, and may discharge the same at pleasure. 8th.—THEY SHALL also have full power to sell and convey, under seal or otherwise, any and all species of property belonging to this Institution which may not be needed for the business thereof, on such terms and conditions as they shall deem for the best interest thereof: provided, that the shares of the capital stock shall not be sold for less than their par value; and all documents authorized by the Board, requir- ing an acknowledgment and seal shall be signed, sealed and acknowledged by the President, attested by the Secretary and seal of this Institution. 9th.—THERE SHALL BE held a general meeting of the Stockholders of this Institution semi-annually, on the fifth (5th) days of April and October of each year, at two (2) o'clock p.m., at such place as the Board of Directors may determine: provided, that if any of said fifth (5th) days shall fall on Sunday, said general meetings shall be held on the day preceeding; at which meetings the Board of Directors shall furnish and cause to be read a semi-annual statement, in detail, of the business of this Institution, and a declaration of dividends. In no case shall more than five (5) per cent. of ----- new page (VMSS792_S3_SS12_B17_F8_I1_p006.jpg) Act says [-]11. "misconduct" the profits be held by the Institution as a reserve, and all dividends declared shall be paid if required within thirty (30) days after such declaration. 10th.—THE DIRECTORS shall have power to call special general meetings of the Stockholders at such other times and places as in their judgment may be required, on reasonable notice thereof being given by publication in some newspaper having general circulation in said Territory. 11th.—THE BOARD OF DIRECTORS shall have power by a two thirds vote of their whole number, to remove a Director or any officer from his office for conduct prejudicial to the interests of this Institution, and the person sought to be removed shall not vote on any matter connected with such removal. 12th.—ALL BUSINESS brought before the Board for con- sideration shall be determined by a majority of the whole number, except as provided in paragraph eleven (11), and each member shall be entitled to one vote only. 13th.—THE DIRECTORS shall convene for the transac- tion of the business of this Institution at the call of the President, or any five of their number, and as they shall adjourn from time to time. 14th.—ALL OFFICERS of this Institution shall be elected by a majority of votes given at the general meeting of the Stockholders, to be holden on the fifth (5th) day of October in each year: provided, that whenever a vacancy shall occur from any cause, the Board of Directors may fill such vacancy by appointment till the next general meeting of the Stock- holders, who shall at such meeting fill such vacancy by elec- tion for the unexpired term of the office so becoming vacant; and, provided further, that the first general meeting of the Stockholders for the election of officers of this Institution shall be held on the eighteenth (18th) day of November, A.D. 1870, and annually thereafter, as hereinbefore provided. All officers of this Institution, except those first elected, shall hold their offices for the term of one year and till their successors are elected and qualified, unless removed as hereinbefore pro- vided, or shall resign, as provided in the next paragraph. 15th.—ANY OFFICER OR DIRECTOR of this Institu- tion may resign his office on giving thirty (30) days notice in writing, signed by the resigning officer. He shall give such notice to the President and file a duplicate thereof in the office of the Secretary, provided that on the resignation of the President, the notice shall be given to the Board of Directors. 16th.—ON ALL MATTERS OF BUSINESS transacted in general meetings of the Stockholders, each person shall be [text written vertically in left margin] can 2/3 [—] vote [—]t 1/3 [—] for misconduct “ [-]11 2,05 Anything odious [—]ther left to By [—] s[—]ly [-]tt[—]  [text written vertically in the right margin] hold as d[—] by the S[—] for one year &c. [—] found for misconduct?  [—], [—] [—]? ----- new page (VMSS792_S3_SS12_B17_F8_I1_p007.jpg) entitled to one vote for each and every share owned by him, or held as guardian, executor, or administrator, and such votes may be given in person or by an authorized agent, by proxy. Such votings shall be by ballot or viva voce, as the By-Laws shall prescribe. 17th—THE SECRETARY shall record the proceedings of all meetings of the Stockholders and of the Board, which record shall at all reasonable times, be subject to inspection by any of the Stockholders. He shall have the custody of the common seal of the Institution and its records, and shall attend to all other duties, whether prescribed by this Agree- ment, the By-Laws, or required by the President. 18th.—THE TREASURER shall have charge of all funds belonging to the Institution. He shall employ or disburse the same as the Board may direct. And in no case shall the funds of the Institution be appropriated by the Board for pur- poses other than as hereinbefore stated. He shall also furnish a true and correct statement of all money received, disbursed and on hand, to the Board of Directors, whenever required by them. 19th.—THE SECRETARY AND TREASURER shall be the only paid officers of the Institution, and their remu- neration shall be as determined by the Board of Directors. 20th.—THE PRIVATE PROPERTY of the Stockholders shall not be held subject to the liabilities of this Institution. 21st.—ALL CERTIFICATES OF STOCK issued by this Institution shall be for one (1) share or multiple thereof. They shall be signed by the President or Vice-President and Secre- tary under the common seal. They shall be registered in the office of the Secretary, be deemed personal property, subject to sale and transfer. The form of the certificate, the registra- tion and mode of transfer shall be as prescribed by the By-Laws. 22d.—ALL BY-LAWS, enacted by the Board of Directors, shall be read and submitted to the general meeting of Stock- holders, holden on the Fifth (5th) day of October, in each year. And such By-Laws as may, by a majority of votes, given at such meeting, be disapproved, shall be null and void, and shall not be re-enacted by the Board, without consent of a general meeting of Stockholders: provided, that no vested rights, accruing under such By-Laws, shall be impaired by rea- son of such disapproval. 23d.—NO CERTIFICATE OF STOCK shall be issued by this Institution to any person, nor shall any person be deemed a member thereof until the shares subscribed for, or ----- new page (VMSS792_S3_SS12_B17_F8_I1_p008.jpg) the stock taken by such person be paid for in full. All unsold shares or stock shall be deemed the property of the Institu- tion, and subject to sale pursuant to provisions of the Act of the Governor and Legislative Assembly as aforesaid. 24th.—THE PERSONS whose names and residences are as hereinbefore set forth, have each subscribed for the number of shares of the Capital Stock of said "Zion's Co-operative Mer- cantile Institution," as is hereinafter set opposite their respec- tive names, and have paid for the same in full into the Trea- sury of said Institution, and at the par value thereof. The names and number of shares being as follows, viz: Brigham Young....... 772 Shares of $100.......... $77200 00 George A. Smith...... 3 " "........... 300 00 William Jennings...... 790 " " ......... 79000 00 William H. Hooper.... 110 " " ......... 11000 00 David Day.................. 100 " " ......... 10000 00 Brigham Young, Jr..... 53 " " ......... 5300 00 Joseph Woodmansee. 50 " " ......... 5000 00 Edward W. East.......... 21 " " ......... 2100 00 Theodore McKean.... 16 " " ......... 1600 00 Carl C. Asmussen...... 16 " " ......... 1600 00 Robert T. Burton....... 10 " " ......... 1000 00 Charles Crismon....... 10 " " ......... 1000 00 Thomas Taylor.......... 9 " " ......... 900 00 John M. Bernhisel..... 6 " " ......... 600 00 Aurelius Miner.......... 6 " " ......... 600 00 George Q. Cannon... 5 " " ......... 500 00 Lewis S. HIlls............ 5 " " ......... 500 00 Zerubbabel Snow.... 5 " " ......... 500 00 William Clayton........ 1 " " ......... 100 00 Thomas Williams...... 1 " " ......... 100 00 Albert P. Rockwood.. 1 " " ......... 100 00 IN WITNESS WHEREOF we have hereunto set our hands at Salt Lake City, this Eighteenth (18th) day of November, A.D. eighteen hundred and seventy, (A.D. 1870.) BRIGHAM YOUNG, CHARLES CRISMON, GEORGE A. SMITH, THOMAS TAYLOR, WILLIAM JENNINGS, JOHN M. BERNHISEL, WILLIAM H. HOOPER, AURELIUS MINER, DAVID DAY, GEORGE Q. CANNON, BRIGHAM YOUNG, JR., LEWIS S. HILLS, JOSEPH WOODMANSEE, ZERUBBABEL SNOW, EDWARD W. EAST, WILLIAM CLAYTON, THEODORE McKEAN, THOMAS WILLIAMS, CARL C. ASMUSSEN, ALBERT P. ROCKWOOD. ROBERT T. BURTON, [written vertically up right margin] $1000.000 and $100.00. Provision 3d says act authorizes $2.000.000 ----- new page (VMSS792_S3_SS12_B17_F8_I1_p009.jpg) TERRITORY OF UTAH, } ss. SALT LAKE COUNTY, } Personally appeared before me the undersigned, Probate Judge in and for said County, this Eighteenth (18th) day of November, A.D. eighteen hundred and seventy, Joseph Woodmansee, Thomas Taylor, Theodore McKean, Lewis S. Hills, Aurelius Miner and Zerubbabel Snow, to me person- ally known, and who did severally acknowledge that they and each of them did voluntarily sign the within and forego- ing agreement, and for the purposes as therein expressed and set forth, and that they and each of them are still satisfied therewith. As witness my Hand and the seal of the L.S. Probate Court in and for said County, day and year as above written. E. SMITH, PROBATE JUDGE. Attest: E.W. EAST, Probate Clerk. TERRITORY OF UTAH, } ss. SALT LAKE COUNTY, } We, Joseph Woodmansee, Thomas Taylor, Theodore McKean, Lewis S. Hills, Aurelius Miner, and Zerubbabel Snow being the same persons whose names are in and sub- scribed to the within and foregoing Agreement being first duly sworn according to law on our several oaths do say that the persons named in said Agreement have commenced the business as therein mentioned, and that said affiants, and each of them, verily believe that the parties to said Agreement, have ----- new page (VMSS792_S3_SS12_B17_F8_I1_p010.jpg) paid for the shares or stock subscribed for by them in said "Zion's Co-operative Mercantile Institution," in full for each and every share so subscribed by each and every of them, as is set forth opposite their respective names, in said Agreement, and at the par value thereof. JOSEPH WOODMANSEE, THOMAS TAYLOR, THEODORE McKEAN, LEWIS S. HILLS AURELIUS MINER, ZERUBBABEL SNOW. Subscribed and sworn to before me this Eighteenth (18th) day of November, A.D. eighteen hundred and seventy, (A.D. 1870.) E. SMITH, PROBATE JUDGE for said County. ORDER. TERRITORY OF UTAH, } SS. COUNTY OF SALT LAKE, } To E. W. East, Clerk of the Probate Court in and for said County: Having carefully examined the record in the matter of the Incorporation of the Association known as "Zion's Co-opera- tive Mercantile Institution," and finding that the law in such case has been fully complied with, you are hereby ordered and directed to issue under the seal of said Court, in due form, the Certificate of Incorporation forthwith directed to "Zion's Co-operative Mercantile Institution." Witness my hand this 30th day of November, A. D. 1870. E. SMITH PROBATE JUDGE of said County. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p011.jpg) CERTIFICATE OF INCORPORATION. —:o:— TERRITORY OF UTAH, } SS. COUNTY OF SALT LAKE, } To Zion's Co-operative Mercantile Institution: WHEREAS, Brigham Young, George A. Smith, William Jennings, William H. Hooper, David Day, Brigham Young, Jr., Joseph Woodmansee, Edward W. East, Theodore McKean, Carl C. Asmussen, Robert T. Burton, Charles Crismon, Thomas Taylor, John M. Bernhisel, Aurelius Miner, George Q. Cannon, Lewis S. Hills, Zerubbabel Snow, William Clayton, Thomas Williams and Albert P. Rockwood did, on the 18th day of November, A.D. 1870, enter into an agreement in writing to enter into and form an association or body corporate pur- suant to an Act of the Governor and Legislative Assembly of the Territory of Utah, entitled "An Act for incorporating Associations for Mining, Manufacturing, Commercial and other Industrial pursuits," approved February 18th, 1870, for the purpose of carrying on the business of manufacturing and general merchandising, under the name and style of "Zion's Co-operative Mercantile Institution," in Salt Lake City; AND WHEREAS, said agreement was duly executed, acknowledged and sworn to, pursuant to the requirements of said Act as aforesaid, on the 18th day of November, A. D. 1870, and afterwards to wit: on the 21st day of November, A. D. 1870, was duly filed and deposited in the office of the Pro- bate Clerk in and for said County; AND WHEREAS, by the terms of said agreement the officers of said Institution consist of a President, Vice-President, Board of Directors, Secretary and Treasurer; ----- new page (VMSS792_S3_SS12_B17_F8_I1_p012.jpg) AND WHEREAS, such officers have been duly elected, pursuant to the terms of said agreement, and have respectively given bonds to the acceptance of the Probate Judge in and for said County, and have taken the oath of office as by said Act provided, which bonds and oaths of office have been duly filed in my office; AND WHEREAS, said agreement, acknowledgment and oath, and bonds and oaths of office have been duly filed and recorded in my office, pursuant to the requirements of the Act as aforesaid; AND WHEREAS, on the 30th day of November, A.D. 1870, the Hon. Elias Smith, Probate Judge in and for said County, did, by written order to me directed, and which is duly filed in my office, order and direct me as the Clerk of said Probate Court, to issue forthwith to said Association, in due form, a Certificate of Incorporation; NOW THEREFORE I, E. W. EAST, Clerk of the Pro- bate Court in and for said County, by virtue of the provisions of the Act as aforesaid, and pursuant to the order of said Pro- bate Judge, do hereby certify that the persons whose names are as hereinbefore set forth, did file their said agreement with the oath accompanying the same, in my office on the 21st day of November, A.D. 1870, under the name and style of "Zion's Co-operative Mercantile Institution," and that the officers of said Institution have given bonds to the acceptance of the said Probate Judge, and that they have been duly qualified as by law required, which bonds and oaths of office have been duly filed and recorded in my office; and that said Association is hereby declared to be duly incorporated pursuant to the provisions of the Act as aforesaid, under the name and style of "Zion's Co-operative Mercantile Institution." L.S. In witness whereof I have hereunto set my hand and affixed the seal of said Court, this 1st day of December, A.D. 1870. E. W. EAST, PROBATE CLERK. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p013.jpg) AN ACT Providing for Incorporating Associations, for Mining, Manufacturing, Commercial and other Industrial Pur- suits. [Approved February 18, 1870.] SEC. 1. Be it enacted by the Governor and Legislative Assembly of the Territory of Utah: That hereafter whenever any number of persons not less than six, two-thirds of whom being residents of this Territory, are desirous of associating themselves together for establishing and conducting any mining, manufacturing, commercial or other industrial pur- suit in this Territory, and who wish to incorporate for that purpose, may, by complying with the provisions of this Act, become a body corporate. HOW TO PROCEED TO BE INCORPORATED. SEC. 2. They shall enter into an agreement in writing, signed by each of them, and by at least four of their number acknowledged before the Probate Judge of the County in which they have established or intend to establish their prin- cipal place of business, stating the precinct or city, and stating the name of the association, their names and places of resi- dence written in full, the time of its duration, which shall not in any case be less than three years nor more than twenty-five years, the pursuit or business agreed upon, speci- fying it in general terms, the place of its general business, the amount of stock each party has subscribed, the amount of each share and the limit of capital stock agreed upon, the number and kind of officers for the association, with their qualifications and term of office and the time and manner of their election, removal and resignation, and whether the private property of the stockholders shall be liable for its obli- gations or not, with such additional clauses as they deem necessary for the conducting of the business and its future safety and welfare. To this there shall be added the oath ----- new page (VMSS792_S3_SS12_B17_F8_I1_p014.jpg) or affirmation of four or more of their number, to the effect that they have commenced or it is bona fide their intent to commence and carry on the business mentioned in the agree- ment, and that the affiants verily believe that each party to the agreement has paid, or is able to and will pay the amount of his stock subscribed, provided that said acknowledgement shall not be made before the Probate Judge until twenty- five per cent, of the stock subcsribed by each shareholder shall have been paid in. SEC. 3. The agreement, with the oath or affirmation shall, within ten days from its due execution, be deposited with the Probate Clerk of the county in which the general busi- ness is to be carried on, and shall be by him recorded in a book to be prepared for that purpose and kept in his office, the expenses of which recording shall be paid by the associa- tion. SEC. 4. Before the first or any other officers shall enter upon the duties of their respective offices, they shall take and subscribe an oath of office, and enter into bonds to the accept ance of the Probate Judge, that they will discharge the duties of such office to the best of their judgment, and that they will not do nor consent to the doing of any matter or thing relating to the business of the association with intent to defraud any stockholder or creditor or the public. And the oath or affirma- tion and bonds"shall be filed in said office and recorded. SEC. 5. So soon as the agreement and oath or affirmation and oath of office and bonds are filed and recorded, the clerk of the Probate Court shall, under the direction of the Probate Judge, issue under the seal of the Court, a certificate to the association, therein stating in general terms the facts, that the agreement and oath or affirmation and oath of office and bonds have been filed in his office, which shall be sufficient to constitute the association a body corporate, with succession as specified in the agreement. POWERS OF THE CORPORATION. SEC. 6. The corporation in its name shall have power to make contracts, to sue and to be sued, to have a seal, which it may alter at pleasure, to buy, use, and sell or dispose of personal property, to buy, use, sell or dispose of all such real estate as shall be necessary for its general business and such as shall be necessary for the collection of its debts or judgments or decrees in its favor; but it shall not have power to enter into, as a business, the buying and selling of real estate. It may make all such by-laws, rules and regulations, not [written sideways along left margin] Shd. not the amount of their Bonds be more and with th[--] a[-]ter exercise of Ba[-]itat, [-]ar[-]ners extension &c. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p015.jpg) inconsistent with the laws in force, or which may be in force in this Territory, and not inconsistent with other corporate rights and vested privileges, as may be necessary to carry into effect the object of the association; and such by-laws, rules and regulations may be made in a general meeting of the stockholders or by a board of officers elected by them. It may as hereinafter provided increase its capital stock or dissolve the corporation. HOW THE CAPITAL STOCK MAY BE INCREASED. SEC. 7. If more capital than is first subscribed be needed, the stockholders may, at any meeting called for that purpose, by a two-thirds vote of all the stockholders, increase the same by the sale of more shares, and thereafter the stock may be increased accordingly; but in no case shall the capital stock exceed the sum of two millions of dollars. The stock sub- scribed under this Section shall be taken by persons, two-thirds of whom shall be residents of the Territory. HOW THE CORPORATION MAY DISSOLVE ITSELF. SEC. 8. Any corporation formed under this Act, may dissolve and disincorporate itself by its officers presenting to the Probate Judge of the county in which the principal office of the company is located, a statement setting forth that at a meeting of the stockholders called for that purpose, it was decided by a two-thirds vote of all the stockholders to disin- corporate and dissolve the incorporation. Notice of the appli- cation shall then be given by the Clerk, which notice shall set forth the nature of the application and shall specify the time and place at which it is to be heard, and shall be pub- lished in some newspaper having general circulation in the Territory, once a week for one month. At the time or place appointed, or at any other time or place to which it may be postponed by the Judge, said Judge shall proceed to consider the application, and if satisfied that the corporation has taken the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved. MISCELLANEOUS PROVISIONS. SEC. 9. Whenever the corporation shall be dissolved, if ----- new page (VMSS792_S3_SS12_B17_F8_I1_p016.jpg) there shall be debts or claims due to it, or debts or obligations against it, or assets, real or personal, not converted into money for distribution, the corporate powers shall be continued for the purpose of collecting the debts or claims due, and paying its debts or obligations and selling and converting its assets into money and distributing the same among the stockholders; and if no sufficient means of effecting the object and intent of this Section be provided in the agreement or by-laws, the Court shall have power on the application of any person interested, to make all needful rules and orders and judgments necessary to carry the provisions of this Section into effect. SEC. 10. The corporation shall collect of the stock- holders the amount of stock by them subscribed, in such installments and at such times as shall be settled by the agreement or by-laws. It shall have a lien on the amount paid in and the dividends thereon for any balance due for the stock of a delinquent stockholder. SEC. 11. The officers, after being fully qualified to act, may continue to act, unless removed for misconduct, until their successors are qualified. SEC. 12. If, from any cause, the officers shall not be elected at the time provided in the agreement or by-laws, such election may be made at such other time as the officers and directors may appoint. If such appointment be not made within three months, then at the call of any six stock- holders. SEC. 13. It shall be the duty of the corporation to keep true and correct books of its proceedings and business. SEC. 14. The stock shall be deemed personal property, and may be transferred in such manner as may be provided in the agreement or by-laws. SEC. 15. If the Secretary Clerk or other person having the charge of keeping the books of the corporation, or any other person whose duty it is to make entries in such books, shall wilfully omit to make the proper entries, or shall know- ingly and wilfully make any false and fictitious entries therein, with intent to deceive or defraud the corporation or any stock- holder, creditor or other person, he and his counselors, advisers, aiders and abettors shall be deemed guilty of forgery, and shall be punished as provided by law for the punishment of the crime of forgery. SEC. 16. If any officer, director, employee or other person having the charge or management of any money or other property of the corporation, or to whom any such money or other property shall be entrusted for any purpose what- ever, shall fraudulently misapply, carry away, secrete, conceal or convert to his own use any such money or other property [note written along right side of page towards the top of the page] compare Prev. 11 p. 5 [note written along right side of page towards the bottom of the page] Add reasonably a Secretary shd be an officer in [--]ason P[---] Asst ----- new page (VMSS792_S3_SS12_B17_F8_I1_p017.jpg) with intent to defraud such corporation, or any stockholder, creditors or other person, he, his counselors, aiders and abettors shall be deemed guilty of embezzlement, and shall be punished as provided by law for the punishment of embezzle- ment. SEC. 17. It shall be the duty of the Clerk, with whom the records in this Act mentioned are kept, at the request of any person interested therein, or who needs the same for evidence, on being paid his fees therefor, to give a transcript of such record under the seal of said Court, which transcript shall be conclusive evidence of such record, and prima facie evidence of the facts therein stated. SEC. 18. Non-use for two years of the franchise herein given, or non-compliance with any of the provisions of this Act, shall be a forfeiture of the privileges herein granted. SEC. 19. Whenever a meeting of the stockholders, other than stated meetings shall be necessary, notice shall be given in such manner as may be prescribed in the agreement or by-laws. At all meetings each shareholder shall be entitled to one vote for each share of stock which he or she may have in his or her own right, or any, held by him or her in trust for others, as adminstrator, executor or guardian, and such votes may be given in person or by an authorized agent or proxy. SEC. 20. If the agreement mentioned in Section Two of this Act provide that the individual property of the stock- holders shall be liable for the corporate obligations, then such property shall be deemed and taken to be so liable; if it provide that such individual property shall not be liable, then it shall be deemed and taken to be not liable; provided that the joint property of the association and the unpaid stock shall be liable for the debts of the association. SEC. 21. The Governor and Legislative Assembly may hereafter modify or repeal this Act: but if it be repealed, any corporation organized under this Act, may continue for the purposes mentioned in Section Eleven (9) of this Act. (+) Suppose in M[--] notes &c. the Ass[--]. have j[--] property of $5000.000 and it is lived on as [---]th to Co[--]tor of the Association Yet the Ass[--]. owes for the purchase &c of th[--]e a Debt of $1.000.000., may not after being the former B. g. be still better for this [---] ----- new page (VMSS792_S3_SS12_B17_F8_I1_p018.jpg) Holiness to the Lord! Zion's Co-operative Mercantile Institution. BY-LAWS. 1.—All houses wherein the business of this Institution is transacted, shall have placed over the main entrance, the fol- lowing inscription and sign: "Holiness to the Lord." Zion's Co-operative Mercantile Institution." 2.—All business transactions of this Institution shall be done under its name and title. 3.—If from any cause the general meeting of the Stock- holders of this Institution shall not be held as provided in the Ninth (9) Article of the Agreement made and entered into by the incorporators of this Institution, such meeting may be called as provided by law, of which not less than five (5) days notice shall be given by publication in some newspaper pub- lished and having general circulation in this Territory. 4.—All Elections for Officers and Directors of this Institu- tion shall be by ballot, and conducted in the following manner, to wit: 1st. An alphabetical list of the names of all the Stock- holders entitled to vote at any pending election, with the number of shares owned by them set opposite their respective names, shall be furnished for the use of the clerk of such election. The Secretary shall be ex-officio clerk of the elec- tion. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p019.jpg) 2nd. The Board of Directors shall appoint three judges of election, one of whom shall be a Director. The other two shall be stockholders entitled to vote, but who are not at the time Officers or Directors. 3rd. The Clerk shall call aloud the name of each Stock- holder entitled to vote at such election, in alphabetical order, and the number of votes he is entitled to cast. And each Stockholder, as his name is called, shall present to the judges of election his ballot neatly folded, on which shall be written or printed his name, the number of votes he is entitled to, and the names of the persons he would have for Officers and Directors, which ballot shall be deposited in a box for that purpose by the judges of the election. 4th. The Clerk of the election shall keep a correct list of all votes cast by writing the letter "V"opposite the name of each person at the time the vote is cast, and on the determination of such election, he shall cause said list to be filed in the office of the Secretary, having signed the same as clerk of election. 5th. All votes may be challenged, but only by Stock- holders entitled to vote at the pending election. The validity of challenge shall be determined by the judges of election. 6th. As soon as the voting shall have been done, the judges of election shall proceed to canvass the votes and com- pare each ballot with the Clerk's list, and if found correct, certify the names of the persons voted for with the number of votes cast for each person for the several offices to be filled to the Secretary, who shall read aloud to such meeting the return of such election. And the person having the greatest number of votes for President shall be declared elected President; the person having the greatest number of votes for Vice-President shall be declared elected Vice-President; the person having the greatest number of votes for Secretary shall be delcared elected Secretary; and the person having the greatest number of votes for Treasurer shall be declared elected Treasurer; and the seven persons having each the greatest number of votes for Directors shall be declared elected Directors for the ensuing year; which certificate shall also be filed in the Secretary's Office. If there shall be a tie between two or more persons voted for at such election, the result shall be determined by lot. 7th. If on canvassing the ballots errors shall be found, the judges of election shall correct the same if it can be done, and make returns as hereinbefore provided. If such errors cannot be corrected the judges shall declare the election void, and proceed without delay to hold another election. 5.—Within five (5) days after such Election the President ----- new page (VMSS792_S3_SS12_B17_F8_I1_p020.jpg) shall cause to be furnished to the Officers and Directors elect, a certificate of their election, which shall be signed by the Presi- dent and Secretary under the Corporate Seal. 6.—On the first (1st) Tuesday succeeding such election, provided there be five days intervening, or so soon thereafter as practicable, the Officers and Directors elect shall meet and organize preparatory to the discharge of their respective official duties. 7.—The Directors shall, before entering upon the dis- charge of their duties, be qualified in the same manner as is required by the Officers of this Institution. 8.—When the new Board of Directors shall have been formed or new Officers qualified, the old or outgoing Officers and Board of Directors shall turn over to their successors all books, papers and all property of whatsoever kind in their possession belonging to this Institution without unnecessary delay. What other? 9.—All other matters brought before the general meeting of the stockholders or of the Board shall be determined by a majority vote, which vote shall be taken viva voce. In case of a tie the President shall have the casting vote. 10.—In case of absence of the President and Vice-Presi- dent from any meeting of the stockholders or of the Board, a President protem may be elected for such meeting by and from the members of the respective meetings. 11.—It shall be the duty of the Secretary to keep true and correct books and accounts of all the proceedings and business of this Institution, which shall at all reasonable times be subject to inspection by the Board of Directors or any agent or committee appointed by them for such purpose, or by any stockholder. He shall perform such other duties as are pre- scribed by law, or in the Agreement of the incorporators of this Institution. 12.—The Secretary shall also sign all evidences of debt issued by this Institution or securities therefor, including cer- tificates of dividends, when not otherwise provided, and countersign all checks or warrants on the Treasurer. Said checks or warrants shall be signed by the President or General Superintendent of the Institution. 13.—The Treasurer shall be the custodian of the funds of the Institution. He shall receive, take charge of and safely keep and disburse pursuant to the requirements of said articles of agreement and the By-Laws of this Institution, all moneys, evidences of debt or other property belonging to the Institution of whatsoever nature coming into his hands, or appropriately belonging to his department. He shall receive all dues and receipts of the Institution from all sources what- ----- new page (VMSS792_S3_SS12_B17_F8_I1_p021.jpg) soever, and shall receipt to the party paying the same, and if such party be an employee of this Institution, such receipts shall be without delay filed in the Secretary's office. 14.—An account of all moneys and evidences of debt of any kind received by the Treasurer shall be by him immedi- ately entered on his books to the credit of the Institution and the same account charged with all evidences of debt issued by the Institution or warrants drawn on him as hereinbefore provided, when paid. He shall preserve on file in his office all vouchers in support of disbursments. 15.—As soon after office hours of each day as practicable the Treasurer shall make and deliver to the Secretary an abstract of all receipts and on what account, and disburs- ments and for what, by him made, on that day. 16.—The books and accounts of the Treasurer shall at all reasonable times be subject to inspection by the President, the Board of Directors or any agent or committtee authorized by them for such purpose. 17.—The business or fiscal year of this Institution shall commence on the first (1st) day of October in each year and terminate on the thirtieth (30th) day of September, and shall be divided into two (2) business periods, commencing on the first (1st) days of October and April, respectively, of each year. 18.—The Secretary and Treasurer shall each prepare and deliver to the Board of Directors a full and correct statement of accounts of the business of their respective departments ten days prior to the close of each fiscal period; said statements shall be preserved on file in the Secretary's Office. 19.—It shall be the duty of the General Superintendent to furnish a full and correct account of stock, and deliver the same to the Secretary ten days prior to the close of each fiscal period. He shall have general supervision and control of the business affairs of this Institution, when not otherwise pro- vided, subject, nevertheless, to the order and direction of the Board of Directors. He shall perform such other duties as the Board may, from time to time, prescribe. 20.—All Certificates of Stock issued by this Institution shall bear date of the first legal day of the month succeeding the day of purchase, and shall be registered in the office of the Secretary. 21.—Registration of Stock Certificates shall consist of an entry in the Stock Ledger of the Institution, to be kept by the Secretary, of the name of the person to whom the certificate is issued, the number of shares for which it is issued and the number and date of the certificate; such registration shall be deemed evidence of ownership. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p022.jpg) 22.—Certificates of stock issued by this Institution shall be of convenient size, to wit: about nine inches by five inches, and in the following form: Issued to No......... "HOLINESS TO THE LORD." Shares................ ZION'S .................... CO-OPERATIVE MERCANTILE INSTITUTION. Certificate THIS IS TO CERTIFY that................. is entitled to .............. shares of One Hundred No...................... Dollars each in the Capital Stock of this Institution, No. of transferrable on the Books of this Institution only, on surrender of this Certificate. [text written sideways in between lines] SHARES $100. Shares.............. IN WITNESS WHEREOF, the seal of said In- Date ................. stitution is hereunto affixed at Salt Lake City this .......................... first day of....................A.D. 18.... Secretary. L.S. .......................................President. ..................................Secretary. [text perpendicular written on right side page] VIGNETTE Brigham Young's Bust The engraving of which shall be on steel or copper plate. 23.—There shall be kept in the Secretary's office, a trans- fer book, in which shall be recorded the transfer of all Stock, and the entry of such transfer shall be in the following form: S.L. No. Shares........ Page............ SALT LAKE CITY,...............187.. ..................... For value received, I hereby assign and transfer to ..................... ................................................. all my right title ..................... and interest to ...................Shares of the Capital ..................... Stock of Zion's Co-operative Mercantile Institution, standing in my name on the Books of said Institution. No. Certificate ATTEST: ...................................................... Red'md............ ...................................................... Issued.............. Secretary. ----- new page (VMSS792_S3_SS12_B17_F8_I1_p023.jpg) 24.—The Secretary shall be allowed the sum of fifty cents for each transfer recorded by him to be paid by the person making the same, who shall also pay the Government tax on the new certificate issued. 25.—Purchasers of shares requiring more than one cer- tificate for shares purchased at any one time, shall pay the Government tax on all certificates in excess of one. 26.—No person shall be eligible to vote at any election unless he shall have been a stockholder in said Institution at least ten days prior to the time of holding said election. 27.—There shall be preserved in the Secretary's Office a copy of all Correspondence, and on file copies of all Contracts, Power's of Attorney, Leases and Letters of Instruction execut- ed by this Institution; also a duplicate copy of all original invoices of merchandise purchased by the Institution. All original bonds and conveyances to the Institution shall be filed in the office of the Treasurer. 28.—At all meetings of the Board the order of business shall be as follows: 1st. Reading the minutes of previous meeting. 2nd. Reports in the following order, of Secretary, Treasurer, General Superintendent, Committees. 3rd. Presentations of communications. 4th. Unfinished business. 5th. New business. 6th. Reading of minutes, approval of same by the Board. 7th. Adjournment. This order of business may be suspended when circum- stances may require. 29.—Any By-Law of this Institution may be altered, amended or repealed, and new ones adopted by the Board at any meeting thereof held subsequent to the one at which such alteration, amendment, repeal or the adoption of the new By- Law is proposed. 30.—The President is hereby authorized to adjourn any meeting when he deems it necessary. Approved October 29th, 1871. ----- new page (VMSS792_S3_SS12_B17_F8_I2_p001.jpg) The statement furnished by Z. C. M. I. shows half yearly additions to the capital stock of sums of various amounts. These additions consist in part of profits reserved by the Institution, as per paragraph 9th of the Agreement, which after being held for a certain period as a reserve fund is transferred by vote of the Board of Directors to the capital stock, and in part by new subscriptions, which are sometimes undrawn dividends of stockholders, and in other instances payments of cash by parties who wish to purchase stock. The Agreement, in third paragraph, fixes the Capital Stock of the Institution at one million ($1,000,000) of dollars. The Act of the Legislative Assembly which provides for incorporating Associations, in prescribing "How to proceed to be incorporated" says "that said "acknowledgement shall not be made before the Probate "Judge until twenty-five per cent. of the stock subscrib- "ed by each shareholder shall have been paid in." But as the Institution had been organized and had done business some time before the passage of the above Act, K. and a still longer time before a re-organization was effect- ed according to its provisions, and as there was no intention to have any stock represented that was not actually paid up dollar for dollar, President Young, in dictating the making out of the Agreement, had the names only of the original incorporators inserted, with the sums actually paid in by them in the beginning, not even adding to them the amounts which had been added to the stock between the inception of the enterprise and the date of its organ- ization under the Act above referred to. And it was with some degree of pride that the fact was mentioned ----- new page (VMSS792_S3_SS12_B17_F8_I2_p002.jpg) that Zion's Co-operative Mercantile Institution instead of representing in its Agreement an amount twenty- five per cent. of which only had been paid, actually represented an amount every dollar of which had been paid eighteen months previously. The impression which prevails in the Board of Directors is, that having declared in the Agreement that "the Capital Stock of this Institution "shall be One Million ($1,000,000) of Dollars," they have the right to sell shares of stock up to that amount without any farther vote by them or by the stockholders upon the subject. In the Agreement it is stated that nineteen hundred and ninety (1990) shares are paid for in full at the par value thereof. They construe the Act as allowing them to increase the number of these shares to ten thousand (10,000), (that being the amount stated in the Agreement as the limit) without any farther vote; but that to increase the Capital Stock beyond One Million ($1,000,000) of dollars a two-thirds vote of all the stockholders at a meeting called for the purpose (according to Section y of the Act) will be necessary. ----- new page (VMSS792_S3_SS12_B17_F8_I2_p003.jpg) M C. on Coop. (Explanation) June 8. 1873