|Hon. JACOB E. RIDGWAY, Philadelphia, Pa., President of The Quaker City National Bank.
|WILLIAM H. CLARK, Philadelphia, Pa., Vice-President of Bergen County Traction Company, N. J.
|MARCUS I. BROCK, Philadelphia, Pa., Attorney-at-Law.
|Secretary & Attorney
|JOHN I. BISHOP, Philadelphia, Pa., The Ridgway-Bishop Coal Company.
|E. R. ARGERSINGER, Victor, Colo.
|Hon. Wm. H. Armstrong, Philadelphia, Pa., Ex-United States Commissioner of Railroads.
|Hon. Joseph Hartman, Butler, Pa., President of The Butler County National Bank.
|Thos. J. Stevenson, Pittsburg, Pa., Treasurer of A. M. Byers & Company, Pipe Manufacturers.
|R. B. Ward, Pittsburg, Pa., President of The Ward-Mackey Bakery Company.
|W. L. Weatherly, Philadelphia, Pa., Manager of Geo. P. Ide & Company.
|C. E. Vincent, Buffalo, N. Y., Real Estate.
|William C. Robinson, Colorado Springs, Colo., Attorney-at-Law.
|Room 801 Crozer Building, Philadelphia, Pa.
|714 Victor Avenue, Colo.
|Room 801 Crozer Building, Philadelphia, Pa.
|201 Walnut Place, Philadelphia, Pa.
|GENERAL MANAGER'S OFFICE
|714 Victor Avenue, Victor, Colo. Address,
P. O. Box 427, Victor, Colo.
The Golconda Mine, a mine of great merit, located on the southeast slope of Squaw Mountain, which adjoins on the east Battle Mountain, one of the richest and heaviest gold-producing sections of the Cripple Creek District, has been secured by the Company on most liberal terms, upon a four-year lease from January 1, 1899, and with an option of purchase at $75,000, payable $10,000 on or before January 1, 1902 and balance on or before January 1, 1903, without interest.
This property is more fully described in the following prospectus.
Each holder of The Philadelphia and Pittsburg Gold Mining Company stock will participate in present and future possessions of the Company and in all net profits, and will be advised of all additions as soon as made.
It will be readily understood that continuous development is constantly changing the condition of our property, and this, together with the increase of our present holdings, makes it impracticable to give an official detailed report in this book, which is for general use; but when desired a report embodying everything of interest to or desired by a stockholder can be had by addressing the Secretary or General Manager.
The organization of this Company has had the careful consideration of men of wealth and standing, and men of long experience and success in gold mining.
The excellent opportunities offered in gold mining to-day, in the hands of good business and mining men, is reasonably sure of success, and it is the purpose of the organizers to make The Philadelphia and Pittsburg Gold Mining Company one of the strongest and best-managed companies doing business in the United States.
The present operations of this Company are in the Cripple Creek Gold Mining District of Colorado, which camp for its size and age has no equal in the world. In 1892 the District produced $460,000. In 1898 $15,000,000, and in 1899 will give a production of from $18,000,000 to $20,000,000. English capital has entered the District, and nearly $15,000,000 recently invested in the properties of three companies, with deals now pending aggregating $20,000,000. The area covered by these purchases being very small compared with like investments of English capital in other gold districts of the world.
Outside of the confidence given this rich gold section by English investors, large amounts of home money are being invested in its mines and prospects, and enormous profits is the invariable result of carefully-considered investments in this District.
The management and operations of The Philadelphia and Pittsburg Gold Mining Company will be in the hands of conservative business and mining men that will insure perfect conduct of its affairs and give the best results obtainable.
The initiatory step of The Philadelphia and Pittsburg Gold Mining Company will be the development of the Golconda Mine under the very liberal contracts hereinbefore mentioned.
Sufficient development work has been done on this mine to define its unquestioned merit value, and it is destined to make one of the best gold-producing mines in the Cripple Creek District.
A force of men is steadily employed sinking the main vertical shaft of the property to greater depth, and will be increased as soon as found consistent with good mining to run further drifts and cross-cuts to open the ore bodies and explore the many veins which the mine contains.
The location of the Golconda Mine is one of the best, it being on the main recognized gold belt of the District, and within a radius of 400 to 2,250 feet are the following producing mines, whose acknowledged and actual values range from $50,000 to $15,000,000.
The present development on the Golconda Mine consists of three working shafts, well timbered, 100, 192 and 360 feet in depth, with about 1,200 feet of drifting and cross-cutting. This work has exposed veins covering over 4,400 lineal feet, which at depths cut have given returns of from $1 to $38 to the ton, a showing in value that leaves but little doubt of the mine becoming one of great value with added depth. The veins mentioned are designated in red upon the accompanying map.
The Golconda Mine occupies a similar position to-day (as far as its development work has been prosecuted) to that of the Gold Coin and other noted and rich mines of the District.
They consist of an 18 by 30 feet iron-covered shaft house, containing a bed and storeroom, a complete blacksmith shop, a seven-ton gasoline hoisting engine, complete with cable, ore buckets, car, pit trucks, steel tools, in fact everything necessary for economic mining by hand. A heavily-constructed and ironed gallows frame 34 feet high, shaft guides and cross-head. To this equipment is to be added a compressor power drilling plant of two-drill capacity.
The acquisition of other property will follow as soon as it is found prudent and advisable to add to the Company's present holdings.
The Company will develop under lease, and lease and bond properties only that have merit in location and mineral showing. Experience has taught this to be the best and most successful method of operating in mining.
The field operations of The Philadelphia and Pittsburg Gold Mining Company will be under the supervision and management of competent mining men, and strict attention paid to economy in all its operations.
The name of this Corporation shall be The Philadelphia and Pittsburg Gold Mining Company. Its principal office and place of business shall be in Philadelphia, Pa., with branch offices at such other places in the States of West Virginia, Pennsylvania, Colorado or elsewhere as the Board of Directors may from time to time designate.
The annual meeting of the stockholders after the year 1899 shall be held at the principal office of the Corporation in the City of Philadelphia, State of Pennsylvania, on the second Tuesday of October of each year, for the election of Directors and the transaction of such other business as may be brought before the meeting.
A special meeting of the stockholders may be called at any time by the President upon resolution of the Board of Directors, or at the written request of three or more stockholders whose aggregate stockholdings upon the books of the Company shall amount to at least one-tenth of the capital stock issued.
Any number of stockholders representing not less than 51 per cent, of the entire issued capital stock of the Corporation shall constitute a quorum for the transaction of business at any stockholders' meeting. Thirty days' written notice of the annual meeting, and ten days' written notice of any special meeting, shall be given each stockholder by letter sent by mail to his last address appearing upon the books of the Company.
Notice of any special meeting of stockholders shall specify the purpose for which it is called, and no other business shall be transacted at such meeting.
The presiding officer at each annual meeting of the stockholders shall appoint a judge of election, who shall not be a stockholder, and two stockholders, to act as tellers of the election to be held at such meeting.
At every annual meeting of the stockholders the Board, through the President, shall render a report showing in detail the business and condition of the property and affairs of the Company for the previous fiscal year, and shall, if requested at any special meeting of the stockholders, furnish similar information.
Every stockholder shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are Directors to be elected, or he may cumulate said shares and give each candidate as many votes as the number of Directors multiplied by the number of his shares of stock shall equal, or he may distribute them among as many candidates as he shall choose, and the eleven persons receiving the largest number of votes shall be declared to be elected.
On any other question to be determined at any meeting of the stockholders, if a vote by stock be demanded, every stockholder may in person, or by proxy, cast one vote for every share of stock standing in his name on the books of the Company. No vote shall be given on any stock owned by the Corporation.
No officer or Director shall vote as the proxy of a stockholder of this Company.
No proxy shall be valid unless executed and dated within three months of the time when offered.
All elections for officers shall be by ballot in the method prescribed by law.
At the regular annual meeting of the stockholders on the second Tuesday of October each year, as aforesaid, the stockholders shall elect from among their number by ballot a Board of Directors of eleven members.
No person shall be eligible for election as a Director unless he be a stockholder upon the books at the time of such election, and any Director who during his term of office shall have transferred upon the books his stock, shall thereupon cease to be a Director. Any vacancies thus created, or any vacancies by death or otherwise, shall be filled for the remainder of the term by an election from the stockholders by the remaining members of the Board.
The officers of this Company shall be a President, Vice-President, Secretary, Treasurer and General Manager, who shall be chosen by the Directors at their first meeting following the annual meeting of the stockholders in each year.
The Board of Directors shall choose from their number the President and the Vice-President, and shall elect in their discretion the Secretary, Treasurer and General Manager. Each of these officers shall hold the office to which he has been elected for one year, or until his successor shall be elected.
The offices of Secretary and Treasurer may be filled by the same person.
In case of a vacancy in any of these offices by death, resignation or otherwise, the same shall be filled for the remainder of the term by vote of a majority of the Board at any meeting thereof.
The Board of Directors may appoint an Assistant Treasurer and Superintendent of Mines, and such other officers and agents as in the judgment of the Board may be necessary.
The compensation of all officers shall be fixed by the Board of Directors.
The business of the Company shall be managed by the Board of eleven Directors, of which six shall constitute a quorum.
The Board of Directors may hold special meetings at such place or places in the State of Pennsylvania or Colorado as by resolution they may direct.
No member of the Board shall vote on a question in which he is interested otherwise than as a stockholder, except for the election of a President, or be present at the Board while the same is being considered, but if his retiring from the Board in such case reduce the number present below a quorum, the question, may nevertheless, be decided by those who remain. On any question the names of those voting each way shall be entered upon the record of their proceedings if any member at the time require it.
The Board may appoint an executive committee, with such powers as they may confer upon it, and at least once each year shall and may at any time appoint a committee of two to audit the accounts of the Treasurer and of other officers handling or controlling the funds of the Corporation, and the Board of Directors shall have the power to appoint special committees of one or more to perform specific duties.
The order of business at stated meetings of the Board shall be as follows:—
The Board of Directors shall meet within ten days after the stockholders' annual election in each year in Philadelphia, Pa., for the purpose of electing officers for the ensuing year. They shall meet without notice on the third Tuesday of each month for the transaction of such business as may be brought before them.
Special meetings of the Board of Directors may be called at any time upon at least three days' notice by the President, or by the Secretary, when so requested in writing by three of the Directors.
The President shall preside at all meetings of the Board of Directors, and all special meetings of the stockholders when requested, as provided by these By-Laws, and shall appoint all committees unless otherwise provided. He shall countersign all checks, and sign all stock certificates and such other written instruments as by law and by these By-Laws or by the direction of the Board of Directors shall require his official signature. He shall have custody of the security furnished by the Treasurer.
Vice-President.—In the absence of the President, or in case of his inability to act, the Vice-President shall perform and exercise all rights, duties and powers of the President, and shall perform such other duties as the Board of Directors may from time to time determine.
President Pro Tempore.—In the absence or disability of both the President and Vice-President. the Board of Directors may elect a President Pro Tern., who shall act until such absence shall cease or disability be removed.
Secretary.—The Secretary shall be present at all meetings of the Board of Directors and of the stockholders, and keep proper minutes of the proceedings and of the votes taken. He shall keep the stock and transfer books and such other books as the Board shall require. He shall countersign all certificates of stock and all documents to which the seal of the corporation shall be attached. He shall be the custodian of the corporate seal of the Corporation, and of its records, and shall perform such other duties not inconsistent with these By-Laws as the Board of Directors shall require.
Treasurer.—The Treasurer shall give such security to the Company as the Board of Directors may require. He shall receive, care for and be responsible for all moneys and evidences of indebtedness belonging to the Company, depositing the moneys to the credit of the Company in such bank as the Board of Directors may designate, and shall keep such books of account as the Board may require, and shall perform such other duties not inconsistent with these By-Laws as the Board of Directors shall require.
General Manager.—The General Manager, subject to the Board of Directors, shall have entire control of the work and development of the Company's mining property, but he shall not enter upon any new work of magnitude unless the same shall have first been submitted to and approved by the Board of Directors. He shall purchase all necessary material and supplies required for the efficient work and development of the mines of this Company. He shall report monthly to the Board of Directors the expenditures of the previous month, the amount of work done and the condition of mines.
Certificates of stock shall be numbered in the order in which they are issued. They shall show the owner's name and number of shares owned, and shall be signed by the President, sealed with the corporate seal and attested by the Secretary.
If any person or persons claim a certificate of stock of this Company to be issued to him in lieu of one alleged to be lost or destroyed, they shall make affidavit or affirmation of the fact, and therein state the circumstances of the loss or destruction; they shall advertise in one or more of the daily newspapers in Philadelphia once a week for a period of six weeks a statement of the loss or destruction, describing the certificate, its number, date and the number of shares specified in it. and calling on all persons to show cause why a new certificate should not be issued by the Company in lieu of the one alleged to be lost or destroyed, and they shall transmit to the Company their said affidavit or affirmation, and copies of all the newspapers containing the advertisements, and give to the Company a bond of indemnity, with such security and comply with such terms as the Board may deem reasonable, whereupon two months after the last advertisement as aforesaid a new certificate may be issued.
Transfers of stock shall be made in person or by attorney only on the books of the Company, and upon the surrender of the certificate for the stock assigned. Evidence of authority to make such transfer shall be produced to. and if required, left with the Company.
The transfer books of the Company shall be closed for ten days immediately preceding the payment of any dividends and for thirty days immediately preceding the stockholders' annual meeting.
Dividends shall from time to time be declared from the net profits, but the Directors may withhold such amount as in their discretion the best interests of the Company require.
Dividends shall be paid to the stockholder in whose name the stock shall stand on the books of the Company on the day of closing said books.
These By-Laws may be altered, amended or added to by a vote of a majority of a quorum of the stockholders present at any annual or special meeting of the stockholders, provided notice as provided in Article II hereof is given of the holding of said meeting and of the intent to so alter, add to or amend.