Appendix 7: Articles of Incorporation of the Deseret Iron Company

A set of Articles of Incorporation, handwritten in blue ink on light blue paper, is in the William R. Palmer Collection, SUU Archives, Cedar City, Utah. Basic text is emended by holograph corrections, deletions and additions. Typed versions, quoted in various publications, differ from this “original.” Its paragraphs have been confusingly numbered; although still the earliest-known version, it is evidently a working copy. Paragraph 2, for example, is unnumbered, but “(2)” has been penciled in and the following numerals advance, ending in two paragraphs numbered “6.” Both sets of numbers are included in the transcript below:

Articles of Incorporation

Deseret Iron Company 1852

(1)   1. We the undersigned do hereby unite ourselves in a Firm Company to be known as the

Deseret Iron Company

(2)   The design of said company is to procure a tract or tracts of land in Utah Territory containing Iron-Ore, Coal, Water privileges &c. and thereon to erect works for the manufacture of Iron and all such articles made of Iron as the wants of that community and the wisdom of the company may determine.

(3)   2. The Members of the Company shall constitute a board of Directors from whose number shall be appointed a President, Secretary & Treasurer.

(4)   3. The Capital Stock of the Company may be increased by the sale of Shares to one Million Pounds Sterling £1,000,000.

(5)   4. The amount of each share composing the Capital Stock of said Company shall be five hundred Pounds (£500).

(6)   5. Each share of the Company’s Stock shall be represented by a certificate of the same signed by the President, Secretary, and Treasurer.

(7)   6. No person shall be allowed to withdraw Stock from the company or transfer the same to another without the consent of three fourths of its members.

6. All unpaid stock shall be charged 5 per cent interest from the 1st day of May 1852 until the first day of January 1853 after which 10 per cent shall be the rate of interest until other wise ordered by the Company.

7. No certificate of stock shall be issued until the full amount of a share is paid into the treasury, but the Treasurer’s receipt countersigned by the Secretary shall represent any portion of said shares until the full amount is paid and a Certificate thereto issued.

8. The company shall hold their general meetings annually the first which shall be held in the Territory of Utah on the third Monday in September 185[3], the particular place to be fixed by the president and due notice thereof to be given in the Deseret News.

9. It shall be the duty of every member to represent himself at each general meeting of the Company either in person or by proxy, and each proxy shall present his credentials from the person he represents, to the meeting until the Company shall appoint from am[on]g the members a boa[r]d of Directors to manage its affairs.

10. Until the Company shall elect a Board of Managers or Directors to controul its affairs, each member shall in all its business affairs be entitled to as ma[n]y votes as he owns share tickets and one vote only for shares past paid.

11. The President and Secretary (or board of directors when such board shall have been constituted) shall cause the books of the Company to be properly audited and a dividend of the profits of the Company declared at or before each annual meeting and provide for the payment of such dividends to the holders of Share Tickets or Treasurer’s receipts.

12. That Erastus Snow & Franklin D. Richards for and in consideration of services rendered in procuring the organization of the company, and to be rendered in directing the business of the company, untill the Machinery necessary for the erection of the works shall be transported to Utah Ter[ritory] or untill the first general meeting of the company as heretofore Provided for, and in selecting a suitable location for the erection of the works and securing to the Company at least 640 acres of land for that purpose, and procuring the company charted by the legislature of Utah, shall be entitled to one share in the capital stock company.

13. Erastus Snow is hereby appointed President[,] Franklin D. Richards Secretary, and Thomas Tennant Treasurer for the company until its first general meeting in Utah Territory, as contemplated in Article 8, or until others shall be duly appointed.

14. The President and Secretary shall be active agents and managers of the Company’s affairs until its first general meeting as above and shall have power to adopt such measures and empl[o]y such help as they may find necessa[r]y to advance the designs of the Company.

15. The Treasurer shall appropriate no funds of the Company except on the order of the President and Secretary.

As members of the Deseret Iron Company we here by subscribe to the foregoing Articles and agree to take the amou[n]ts of Stock severally attached to our names.

NAMES	No. of Shares	Amounts
Thomas Tennant	4 shares	£2,000
Thomas Jones	1 share	500
Erastus Snow	1 share	500
Franklin D. Richards	1 share	500
John Weston	1 share	50017

An eighteenth article was added to the above set about a week after they were adopted. It is explained and reproduced in ch. 10, p. 258–59.

In order to officially charter the Deseret Iron Company, George A. Smith submitted a bill to the territorial legislature, establishing the Deseret Iron Company as a legal entity. The act also clarified the role of the board of directors and set terms of office for president, secretary, treasurer and four trustees. The House of Representatives passed the bill on 17 Jan 1853; it was signed by Governor Brigham Young.

An Act

To Incorporate the Deseret Iron Company

Sec. 1. Be it enacted by the Governor and Legislative Assembly of the Territory of Utah, That Erastus Snow, Franklin D. Richards, Thomas Tennant, Geo. A. Smith, Matthew Carruthers, John C. L. Smith, and Joseph Chatterly, their associates and successors, be, and they are hereby created a body corporate, to be known by the name and style of Deseret Iron Company, for the purpose of erecting Furnaces, Mills, Machinery, &c., for the manufacture of Iron and Steel, and all such articles made of Iron and Steel, as the wants of the community, and the wisdom of the company may determine.

Sec. 2. Said company shall have power in their corporate name, to sue and be sued, to defend and be defended, in all courts of law and equity; to hold, lease, rent or convey property, real or personal; and shall have perpetual succession for the term of fifty years, and may have a corporate seal, which they may use and alter at pleasure.

Sec. 3. Each share of capital stock of said company shall consist of two thousand four hundred and twenty dollars, ($2420.00,) or five hundred pounds sterling, (£500.)

Sec. 4. The company may increase their capital stock as their business shall require, to carry out the purpose and objects contemplated in the first section of this act.

Sec. 5. Each share of the company’s stock shall be represented by a certificate of the same, and they may issue certificates, for half and quarter shares, all which shall be signed by the President, Secretary and Treasurer.

Sec. 6. Each stock holder shall be entitled to four votes for each share which may have been paid: Provided, that no stock holder shall be entitled to more than twenty votes: Provided also, that any subscription of stock shall be entitled to one vote of each quarter share paid thereon.

Sec. 7. For the government, regulation and internal policy of the company, there shall be elected from among the stock holders a President, Secretary, Treasurer, and four Trustees, which shall constitute a Board of Directors.

Sec. 8. The President, Secretary, and Treasurer may hold their offices two years, and until their successors shall be elected and qualified.

Sec. 9. At the first general meeting, the Trustees shall be elected as follows: one for one year, one for two years, one for three years, and one for four years; after which the vacancies may be filled as they occur annually, each Trustee to hold his office four years.

Sec. 10. The Board of Directors shall have power to fill any vacancies which shall occur, until the next annual meeting of the company, and should circumstances occur, which in their opinion render it necessary, they may call a special general meeting; they may also make, ordain, and establish such rules and regulations for the government of the company as they shall deem proper: Provided, that no such rules and regulations shall be incompatible with the Constitution and laws of the United States, or the laws of this Territory; Provided also, that a majority of the Board present, shall constitute a quorum to do business.

Sec. 11. Absent members shall be permitted to vote by proxy and shall authorize their proxies by writing, which when presented to the meeting shall entitle them to vote.

Sec. 12. If the Deseret Iron Company, now in operation in Iron County, shall at their general meeting, accept, and adopt this charter, and organize under the provisions thereof; then the previous acts of the company and of their officers and agents, under the instructions and provisions of their present constitution, shall be valid and in good faith.

Sec. 13. The first general meeting of the company, shall be held on the third Monday of September, eighteen hundred and fifty three, or as soon after as convenient, after which their annual meeting shall be held at such time and places as they shall determine.

Sec. 14. The officers and agents of the company shall be required to give bonds, with approved securities, which shall be filed with the Clerk of the court of the county in which they shall be executed.

Sec. 15. The officers shall cause the books of the company to be properly audited, and a balance sheet or exhibit of business to be made out, also a dividend of the profits arising from the same to be declared, at or before each annual meeting.

Sec. 16. The books of the company shall be subject to the inspection of the stock holders at all times.

Sec. 17. Nothing in this charter shall be so construed as to authorize or imply banking powers to the Deseret Iron Company.

Approved, Jan. 17th, 1853.

W[illard] Richards
President of the Council

J[edediah] M. Grant
Speaker of the House of Representatives⁷⁶