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Collection: Original Records > Articles of Incorporation

Idaho Maryland Mines Corporation (AI-I023)(1935) (10 pages)

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AGREEMENT OF CONSOLIDATION © ee a a IDAHO MARYLAND MINES COMPANY IDAHO MARYLAND CONSOLIDATED MINES, INC., both Nevada corporations, into a consolidated corporation to be called IDAHO MARYLAND MINES CORPORATION. KNOW ALL MEN BY THESE PRESENTS: That, WHEREAS, at a meeting of the Board of Directors of Idaho Maryland Mines Company, a Nevada corporation, duly called and held at the office of the corporation, at Room 368 in the Russ Building, 235 Montgomery Street, San Francisco, California, on the 7th day of June, 1935, at which meeting all of the members, to wit, seven, of the said Board of Directors were present, it was unanimously resolved by the said Board of Directors that it was advisable and for the best interests of the said corporation-that it be consolidated with Idaho Maryland Consolidated Mines, Inc., also a Nevada corporation, under the General Corporation Laws of the State of Nevada, in accordance with the Plan and Agreement of Reorganization by statutory merger-herein set forth; and.at the said meeting it was further unanimously resolved by the said Board of Directors of the said corporation that a special meeting of the stockholders of the said corporation be called to be held; at the said office of the corporation, on the 16th day of July, 1935, at the hour of 11 o'clock A. M. of the said day; for the purpose of considering and acting upon the Plan and Agreement of Reorganization herein set forth; and: ageak loop at paige WHEREAS, at a meeting of the Board of Directors of the said’ Idaho Maryland Consolidated Mines, Inc., duly called and held at the office of the said corporation, at Room 368 in'the Russ Building,'235 Montgomery Street, San Francisco, California, on the said 7th day of June, 1935, at which meeting all of the members, to wit, seven, of the said Board of Directors were present, it was unanimously resolved by the said Board of Directors that it was advisable and for the best interests of the said corporation that it be so:consolidated with the said Idaho Maryland Mines Company under the General Corporation Laws of the State of Nevada, in accordance. with the Plan and Agreement of Reorganization herein set forth; and at the said meeting it was further unanimously -resolved by the said Board of Directors of the said corporation that a special meeting of the stockholders of the said corporation be called to be held, at the said office of the corporation, on the said 16th day of July, 1935, at the hour of 2 o'clock P. M. of the said day, for the purpose of considering and acting upon the. Plan and Agreement of Reorganization herein set forth; and Eke ie We ade WHEREAS, both of the said corporations, parties to this agreement, are the owners of mining properties in the County of Nevada, State of California, and are engaged in the business of owning and operating the said properties, and are desirous of continuing their said business under the modified corporate form of a consolidated corporation, as provided by this Plan and Agreement of Reorganization, and many economies can be effected, the corporate structure simplified and the business of both constituent corporations more efficiently conducted through such consolidated corporation; and = . WHEREAS, in the opinion of the Board of Directors of: both.of the said corporations, parties to this agreement, the interests of the stockholders of both of the said.corporations will be continued in the consolidated corporation in a fair, just and equitable manner by the conversion of the stock of the constituent corporations into stock of the consolidated corporation, on the basis hereinafter set forth; NOW, THEREFORE, in consideration of the premises, the said corporations, by their respective Boards of Directors, do hereby make and enter into this Plan and Agreement of Reorganization by statutory merger under the General Corporation Laws of the State of Nevada, (subject to the approval thereof by the stockholders of the said respective corporations, as provided in the said Laws), in the, manner following: First. That the name of the consolidated corporation shall’ be: IDAHO MARYLAND MINES CORPORATION Second. That the principal office and place of business of the consolidated corporation in the State of Nevada shall be located at Room 211, 206 North Virginia Street, in the City of Reno, County of Washoe, State of Nevada. Third. That the nature of the business of, and the objects.and purposes proposed to be transacted, promoted and carried on by, the consolidated corporation shall be as follows: . — To purchase and otherwise acquire, own, operate and manage, lease, mortgage and otherwise encumber, sell and otherwise dispose of, mines and mineral properties and depgsits of every kind and character, and mills, smelters,.