Beautiful certificate from the Aztec Mining Company of Lake Superior - Michigan
issued in 1863. This historic document was printed by A. Meisel Lith. Boston and has an
ornate border around it with a vignette of mining facility next to a lake. This item has the signatures of the Company’s President, J. Stephen Ball and Secretary, Luther W. Clarke and is over 152 years old.
The Aztec Mining Company of Lake Superior operated in the Upper Peninsula, Michigan.
Charter and by-laws of the Aztec Mining Company of Michigan: with letters ...
By Aztec Mining Company of Michigan - 1851
CHARTER AND BY-LAWS
AZTEC MINING COMPANY
LETTERS DESCRIPTIVE OF THE LOCATION, AND THE VALUE AND CHARACTER OF THE MINE,
EXTRACTS FROM THE MINUTES, &c
Pittsburgh, January, 1851.
PRINTED BY GEO. PARKIN & CO. GAZETTE BUILDING, THIRD STREET.
EXTRACT FROM MINUTES.
At the first annual meeting of the Stockholders of the Aztec Mining Company, held at the Cliff Mine, Michigan, on the 26th day of October, 1850, in pursuance of the fifth section of the Act of Incorporation, Dr. L. W. Clarke was appointed President, and Augustus Coburn, Secretary.
On motion of Wm. H. Stevens, the Charter of Incorporation was accepted.
The Company then went into an election of six Directors for the ensuing year, which resulted in the choice of C. Gr. Hussey, Thos. M. Howe, A. W. Marks, James M. Cooper, L. W. Clarke, and Augustus Coburn.
On motion of Mr. Stevens it was resolved to establish the principal business office at Pittsburgh.
At a meeting of the Board of Directors held at Pittsburgh, on the 13th of December, 1850, C. G. Hussey was called to the Chair, and A. W. Marks appointed Secretary.
A scheme of By Laws was then presented and adopted.
The Board then proceeded to an election of officers for the present year, which resulted in the choice of C. G. Hussey as President, and Calvin Wells as Secretary and Treasurer.
TO INCORPORATE THE AZTEC MINING COMPANY OP MICHIGAN.
Section I. Be it enacted by the Senate and House of Representatives of the State of Michigan, That Luther W. Clarke, James Yandees, Augustus Coburn, William H. Stevens, Josiah Chandler, aud others who shall be associated with them, are hereby constituted a body corporate, by the name of the Aztec Mining Company Op V Michigan for the purpose of mining, smelting, and manufacturing ores minerals and metals in the upper peninsula of Michigan :— Provided, that nothing in this act contained shall confer on said company any powers of banking or brokerage, exchange, dealing in money, purchasing any stock of any bank, or for any other purposes than herein particularly specified.
Sec. 2. The said company shall have corporate succession; its capital stock shall be two hundred thousand dollars, divided into ten thousand shares of twenty dollars each, and said company may acquire and hold such real and personal estate as the business of said company may require, to an amount not exceeding the capital stock; but said company shall not hold more than six hundred and forty acres of land in legal subdivisions in the upper peninsula, except a warehouse, lot and office, and such as may be necessary for smelting purposes.
Sec. 3. The officers of said company shall be stockholders therein, and shall consist of a president, and board of six directors, of whom the president shall be one, a secretary and treasurer, who may, at the pleasure of the company be one and the same person; and the said company may enact by laws, not inconsistent with the laws of this state, levy assessments on the shares of its stock, to forfeit and sell said shares for non payment of any such assessment, in such manner as said by laws shall prescribe, to provide for the manner of electing officers, and for such other purposes as may be necessary to carry out the intent and meaning of this act: Provided, that until the first annual meeting of said company after organization under this act Luther W. Clarke, James Yandees, Augustus Coburn, W. H. Stevens, Josiah Chandler and such other persons as the company may see fit to appoint, shall be and continue, and they and their successors are expressly constituted directors of said company, one of whom shall be a citizen of Michigan, and shall have and exercise all the powers, and be subject to all duties and restrictions imposed on the directors to be chosen under this act.
Sec. 4. The said company shall pay to the treasurer of the state of Michigan an annual tax of one per centum on the whole amount of capital actually paid in, upon the capital stock of said company, upon all sums of money borrowed by said company, and any investment of any portion of the earnings of said company in their business, shall be considered as so much capital paid in; which tax shall be paid on the first Monday of January in each year, and shall be estimated upon the last preceding report of said company; and for that purpose the president and secretary of said company shall, on the first day of December, or within fifteen days thereafter, make, under their hands, a return to the State Treasurer, verified by their several oaths or affirmations, stating the number of acres and legal subdivision of all lands owned, and of all land in possession of said company; also the amount which has actually been paid in on the capital stock of said company, the investment of any portion of the earnings of said company in their business, the whole amount of money which at any time has been borrowed by said company, and the whole amount of the indebtedness of said company, exclusive of borrowed money, and said tax shall be in lieu of ali state taxes upon the real and personal estate of said company. If any report or return, made by the officers of this company, in pursuance of the provisions of this act, shall be false in any material representation, all the officers who shall have signed the same shall be jointly and severally liable for all the debts of said company contracted while they are stockholders and officers thereof.
Sec. 5. The first meeting of said company shall be held at such time and place as the persons named in the first section of this act, or any two of them shall appoint, by notice to be published in one or more newspapers in the city of Detroit, at least thirty days before the time of such meeting.
Sec. 6. Any inhabitant of the State of Michigan not a stockholder of said Company shall have a lien upon the stock, appurtenances, and entire property of said Company for all claims and demands against said Company to the amount of one hundred dollars or under, which shall take precedence of all other claims or demands, judgments or decrees, liens or mortgages against said Company; and any person may enforce said lien by filing with any court in the county where said debt was contracted, having jurisdiction thereof, an affidavit showing to the satisfaction of such court that he has a claim under the provisions of this section, and such court may thereupon issue an attachment against the property of said Company, and the same proceedings may be thereupon had as in other cases.
Sec. 7. Said Company shall be subject to the provisions of chapter fifty-five, of the revised statutes of eighteen hundred and fortysix of this state, so far as the same are not inconsistent with the provisions of this act.
Sec 8. The said company shall within six months after their organization under the provisions of this act, locate their business office or offices, one of which shall be in this state, and file in the office of the Secretary of State of Michigan, a certificate specifying the place or places of such location. All annual, and other meetings of said company, shall be held at such place or places as the by-laws of the company, by its board of directors may designate and direct.
Sec 9. Service of any legal process may be made on any one of the officers' of said company, and said company shall at all times have an agent residing in the city of Detroit, upon whom service of all legal process may at any time be made, which shall be as valid as if made upon any of such officers. A certificate in writing of the appointment of such agent shall be filed in the office of the county clerk of the county of Wayne: and if no such agent shall be appointed, or if neither such agent nor any such officer shall be found in the county of Wayne, then service thereof may be made by posting up a copy of such process in some conspicuous place in said clerk's office.
Sec. 10. The stockholders of said company shall be severally individually liable to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by said company, until the amount of stock held as aforesaid shall have been paid in, and a return made to the State Treasurer, as prescribed in section four of this act, and they shall be jointly and severally liable for all debts that may be due or owing to any and all their laborers, or any other person or persons in their employ, for services per
formed for such corporation, but shall not be liable to an action therefor, before an execution shall be returned unsatisfied in whole or in part against said company, and then the amount due on said execution shall be the amount recoverable, with cost and interest against said stockholders. If the directors of said company, or their agents, contract debts for the company exceeding in the aggregate the amount of capital stock paid in, said directors shall be individually and personally liable for all the debts of said company.
Sec. 11. If the directors of said company shall declare and pay any dividend when said company is insolvent, or which would render it insolvent, they shall be jointly and severally liable for all the debts of said company then existing, and for all debts thereafter contracted, so long as they shall respectively continue in office.
Sec. 12. This act shall cease, determine and be void if said company shall not pay in ten per cent of their capital stock within two years of the passage of this act, and the amount of the capital stock of said company shall be limited to, and never thereafter exceed the amount paid in, at the time the annual report of said company is made for the year eighteen hundred and sixty.
Sec. 13. This act shall take effect immediately, and shall continue in force thirty years, but may be amended or repealed at any time by the legislature, if said company violate, or fail to comply with any of the provisions of this act.
Approved, April 2, 1850.
Secretary of State's Office, Lansing, April 6, 1850.
I hereby certify the above and foregoing to be a true copy of an original act now on file and of record in this office. In testimony whereof, I have hereunto set my hand, and affixed the great seal of the State of Michigan, at Lansing, the 6th day of April, A. D. 1850.
R. R. GIBSON,
Dep. Sec'y. of State.
Of the "AZTEC MINING COMPANY OF MICHIGAN," adopted at a meeting of the Company held in the city of Pittsburgh, December \7ith, 1850 in pursuance of the third section of the Act incorporating said Company.
Location of Offices of Business.
The principal office of the company for the general direction of its affairs shall be located in the city of Pittsburgh; at, or contiguous to which city, the President of the Company, and the requisite number of Directors to constitute a quorum, shall at all times reside. An office shall also be established in the State of Michigan, at such place as may be designated by the Board of Directors, in pursuance of the provisions of the ninth section of the act of incorporation. And the Board of Directors shall have authority to establish offices in the cities of New York, Philadelphia, and Baltimore, or elsewhere, should the interests of the company in their judgment at any time require it.
Meetings of Stockholders.
The annual meetings of Stockholders shall be held at the office of the Company in the city of Pittsburgh, on the first Monday of June in each year.
Special Meetings of Stockholders maybe called at the same place as often as the Board of Directors may deem it expedient, on giving twenty days previous notice of the time of such meeting, in one or more newspapers published in the cities of Pittsburgh and Detroit: and the Board of Directors shall be required to call such special meetings, on the written request of the owners of one-third of the capital stock of said company, the said request to specify the object of said meeting.
Any special meeting as aforesaid, may be adjourned to a future day; but no new matter, not specified in the request, shall be introduced or considered at any adjourned meeting, except by the unanimous consent of all the Stockholders present and represented; and on all questions, whenever the same shall be demanded by any Stockholder, the vote shall be by stock.
It shall be competent for the Stockholders at any annual meeting, to elect a President and six Directors, of whom the President shall be one, who shall discharge the duties of their office until the next annual meeting; and at all such elections, the persons receiving the largest number of votes shall be declared elected; but should the Stockholders neglect or refuse to go into an election at any annual meeting, the President and Directors previously chosen shall continue to discharge the duties of their respective offices until their successors are duly chosen at the next succeeding, or some subsequent annual meeting. And at such elections each share of stock shall be entitled to one vote, and may be voted by the holder in person, or by proxy; but all proxies shall be dated within thirty days previous to such election. Vacancies in the Board of Directors, whether occurring by death, resignation or otherwise, shall be filled by the remaining members.
The Secretary and Treasurer (who may be one and the same person) shall be appointed by the Board of Directors, and may be • required by them to give bonds, in such sums and with such secu
rity as they may deem adequate for the faithful performance of the duties of his trust; and shall receive such compensation as shall be reasonable and just
Meeting of the Directors.
The regular meetings of the Board of Directors .shall be held at the office of the company in the city of Pittsburgh, on the first Monday of every month. Special meetings may also be held at the same place at any time, upon the call of the Secretary; but it shall not be necessary for the Secretary to notify any member of the Board of such special meeting, who is not for the time being a resident of Pittsburgh or-vicinity,
At all meetings of the Board of Directors, three members shall constitute a quorum; but in the event a quorum fails to attend at any regular or special meeting, it shall, nevertheless, be competent for any two members to direct the regular and appropriate business of the company, and the acts of such two Directors shall be subject to revision at the next meeting of the Board.
The Board of Directors shall have power to appoint such and as many agents and servants as, in their judgment, the interests of the company may from time to time require, and to fix the compensation of the same, and to define their duties. The Board of Directors shall also have power, agreeably to the provisions of the 2d Section of Chapter 55," Revised Statues of 1846, of Michigan, to enact such a code of By Laws, for the government of its agents and operatives at the mines, as they shall deem proper, and the same at any time to alter or amend; and in general they shall' have power to do all such acts, and to digest and execute all such measures, not inconsistent with the charter of the company or these By Laws, as they shall deem best calculated to promote to the fullest extent the interests of the Stockholders.
Duties of President.
It shall be the duty of the President to preside at all meetings, both of the Stockholders snd Directors, to sign all Bonds, Deeds, Debentures, or Contracts, entered into by or on behalf of the Corporation, unless in special cases otherwise ordered by the Board of Directors, to sign all certificates of Stock, and all warrants for disbursements, and in general to perform all the acts incidental to such a corporate office. In the absence of the President, the Board mav appoint a president pro tempore, who shall during such absence, be authorized to discharge all the duties of the President.
Secretary and Treasurer.
The Secretary and Treasurer shall hold his office during the pleasure of the Board of Directors; he shall prepare and keep proper books of account, a stock ledger, and proper books for the transfer of stock, a minute book of the proceedings, as well of the meetings of Stockholders as of the Directors; and all such other books and papers as the Directors may prescribe. All which said books and papers, shall at all times be open to the inspection of the Directors. And he shall sign receipts and acknowledgments for all monies and other property of the Corporation which may come into his hands, and shall disburse and appropriate the same under the direction of the Board of Directors; and shall countersign all Certificates of Stock, and other documents requiring the signature of the President.
Instalments upon Stock.
The Board of Directors shall have authority, whenever they may deem it necessary, to make a requisition upon the several stockholders, for the payment of such instalments upon the shares held t>y them, as they may deem fit, upon giving twenty days, previous personal notice of the same, specifying in such notice the amount of such instalment per share, and the time and place of payment of the same. Provided, however, that no instalment shall be called in, which, with the amount already paid on the share, shall make the amount exceed the sum authorized by the Charter of the Corporation; and provided, also, that notice of the'call for any instalment shall be sent by letter through the Post Office, addressed to all stockholders whose residence is known to the secretary.
And it shall be competent for the Directors, after the expiration of twenty days from the period at which any instalment shall become due, to forfeit the stock of such pai'ties as may fail in paying such instalment, and the interest thereon from the time of such instalment being due, without any other form or act than a notification under the seal of the company, to be sent to the parties so defaulting as aforesaid, to their, his, or her usual place of abode, through the Post office, stating that such forfeiture had taken place; and the stock so forfeited, shall be sold at auction by the Treasurer to the highest bidder; and the proceeds of the same, after paying all expenses of the sale, shall be appropriated to the payment of such delinquent instalment, together with twenty-five per cent, in addition thereto, and the residue be paid over to the person previously owning the stock so forfeited and sold.
Certificates of Stock.
The Certificates of Stock shall exhibit the holder's name, the number of shares, and shall be signed by the President and countersigned by the Secretary. Transfers of Stock shall only be made on the books of the company, in the presence of the Secretary, or other authorized officer or agent of the company; either in person or by attorney. And the possession of a Certificate of Stock shall not be esteemed as vesting any ownership of the same in any other than the person in whose name it is issued, as between the company and such other holder, until the transfer is duly made on the books as aforesaid.
The Directors may declare Dividends of the profits of the Corporation, when and as often as they may deem that the state of the funds will permit, giving due notice by publication in such newspapers, in Pittsburgh, and elsewhere as the Directors may see fit, of the time and place of payment of every such dividend; such payment to be made to those Stockholders who shall appear by the Stock Ledger to be entitled to the same on the day such dividend was declared.
The Board of Directors are authorized to have a Seal of such device as they may deem appropriate, and to affix the same to all documents and papers requiring it.
The foregoing By Laws may be altered, amended, or repealed at any annual meeting of the Stockholders, by a vote of three fourths of the Stock represented at such meetings.
The Directors have the satisfaction of informing the Stockholders that there is now a small number of miners employed on the vein, and it is intended, immediately upon the opening of the navigation, to increase the force to an extent sufficient to guarantee the energetic working of the mine. The real estate includes two quarter sections of land, and the Directors design, at the earliest season, to add additional sections for agricultural purposes.
The following description, and extracts from letters will, it is believed, fully justify the confident hopes of the Directors as to the resources and value of the location.
Mr. Edwards, whose letter will be found within, is a gentleman of the highest character for probity and intelligence. He had been for many years previous to his coming to the United States, engaged as captain, or manager in the mines in Cornwall, England, and is now engaged in that capacity by the Albion Mining Company.
Extract of a Letter from Dr. L. W. Clarke to A. "W. Marks, dated September 18, 1850.
"The tract which we call the Aztec, is in the metaliferous portion of the trapean range, and will warrant as extensive operation as any mine on the Ontonagon. It has the same range of rocks, and to all appearance, the same copper veins passing through it as the celebrated Minesota; the veins have the same dip, direction and position.
"There are numerous ancient pits or workings, which have designated the veins in such a manner, as to be matter of considerable importance and value. Besides being a correct guide to follow the veins by, they will save a large amount of money in sinking shads. We have opened quite a number of these " diggings," in all of which we find veins of copper, and in one which I examined, there was a mass of copper, several feet in length, and five or six inches in thickness.
Letter from Dr. L. W. Clarke to Dr. C. G. Hussey, dated Nov. 5, 1850.
"I have the satisfaction of enclosing a report received from Capt. Edwards, of the Albion Mining Company, concerning the appearance and prospects of the Aztec location.
"Capt. E. is a gentleman with whom I have been acquainted some considerable time, and the fact that he possesses great practical knowledge of the subject, gained from many years experience in mining operations in the old country, together with his great general intelligence, honesty, and entire exemption from speculative exaggeration, has induced me naturally to place a high estimate upon the very favorable report he has furnished. Although he has but confirmed what the personal observation of myself and others have long since rendered a substantial fact, yet his high standing here and abroad, as a gentleman of science, experience and probity, gives me peculiar pleasure in being able to transmit you his confident endorsement."
Albion Mines, Nov. e, 1850.
Dear Sir:—Having visited the Aztec, among other mines, while on the Ontonagon, I beg leave to say, that although I have a high opinion of the mines in the district generally, this is my favorite. The vein, as shown by the great extent and regularity of the Indian diggings, is very regular, wide and well defined, and in the bottom of those ancient workings from which dirt has been removed, it looks exceedingly well. In every place so laid open, copper is to be seen, but in many places fine masses are visible, and the vein stuff is of the best character, and so also is the enclosing rock.
I am confident that you have only to work it properly and spiritedly to make a good mine, and as the vein has been traced and wrought on through the location, in some places more than twenty feet deep, by those ancient miners, it can be wrought on a very large scale, and I fully expect it will be exceedingly profitable. Respectfully yours, &c.
Extract of a letter from Capt. Jennings, of the Cliff Mine, Eagle River, Michigan, to Dr. C. Gr. Hussey, dated Nov. 4, 1850.
"I have been on the Aztec, and I think very favorably of the ground and the appearance of the lode. I have a better opinion of the lode than that of any other place I saw up there. I went into a large opening in the side of a high ridge of ground, and at the distance of ten feet from the opening, there were large places hammered out, and in those parts the pure copper appeared very fine.
Letter from Walter W. Palmer to Dr. Clarke.
Cliff Mine, 12th Nov. 1850.
In accordance with your request, I have much pleasure in giving you my opinion of the Aztec Mine, or rather the impression I have of the prospects, from a visit to the place, in company with yourself and others in July.
From the several exposures of large masses of copper along the course of the vein (which is easily traced by the ancient Indian excavations,) and also from the nature of the rock through which the vein runs, together with the regularity of the vein, I look upon the enterprise not as a speculation, but merely as investment of capital for the purpose of extracting copper already exposed, with the same chances of the mine working rich in depth, as any I have ever seen.
I am, dear sir, yours, &c.
WALT. W. PALMER.
Extract of a letter from A. Coburn to Dr. Clarke.
It is intended to sink a shaft on the big diggings. This is several rods east of the section line. The old works are more extensive than any that I have seen cleared out in the country. Indeed they are not half excavated. Wherever the rubbish has been cleared away and the vein exposed, masses of copper remain sticking in the rock. The vein appears to be divided into several parts, in each are seen these pieces of copper at the bottom of the holes made by the Aztec miners. These holes are what Capt. Jennings calls "the gooses' nests." The vein is of great width, and can be traced by the line of the pits, almost one mile in extent, and in all the points cleared out a very rich lode has been exposed. This tract, you well know, was our first choice, on the Trap Range, when we purchased two years ago.
While engaged in looking over the ground we found quite extensive diggings on both the north and south sides of the mountain; those on the south are well worthy of examination, and it is my intention to open them towards spring.