Arizona republican., 1901-02-06

stltute the board of directors of this corporation. who shall hold office for one year, from the date of fiilug these articles. or until their successors are elected and qualified, to.wit: J. Y. Bartholomew, c. w. Fowler. P. C. Thurman.
 The officers of this corporation shall consist of a President. Vice. -President, Secretary and 1'reaslrer, and such other officers and agents as the board of directors may deem necessary for the proper transaction of It's business. Said offers shall be elected at the first meetin~ Of the board of direct ors, held afl.r the annual meeting of the stockholders Until the first an- nuaI election. the officers of the conn pany shall be. President, J. r. Bar tholomew; vlce-presidcnt, J. R. B. Coons secretary; c. w Fowler: treas- urer, F. C. Turman.
 Eighth. The corporation may use and apply It's surplus property, earn ings or accumulated profits ia the S,- solute discretion of the boa. q of d. rectors. to the creation and mainte- nance of a surplus fund, or to the pur. chase and acquisition of property, real and personal, and to the purchase or acquisition of It's own capital stock, and may take said capital stock E. payment or satisfaction of any deht due the company. from time to time, and to such extent and in such man. ner. and upon such terms and condi- tions. as Its board of directors shall determine, and may reissue said stocl; acquired: and neither the property nor the capital stock so purchased and &C., quired. nor any of its capital stock taken in payment or satisfaction of any debt due the corporation. shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by the board of directors. or majority of the stockholders.
 The corporation. in It's bylaws, may prescribe the number necessary to constitute a quorum of the board of directors. which number may be less than a majority of the whole number.
 The number of directors. at any time. may be increased by vote of the board of directors, anu in case of any such Increase. the board of directors shall have power to elect such additional di- rectors. to hold office until the next meeting of the stockholders, or until their successors shal, oe elected. The board of directors shall have power, without the assent or vote of the stockholders, to make, alter. amend and rescind the bylaws of the cor poratLon, to fix the amount to be re- served as surplus and working capital. to authorize and to cause to be exc cuted. mortgages and liens upon the real and personal property of the cor poration, and from time to time, to sell. assign. transfer or otherwise dis pose of any or all of the property of the corporation. but no such sale of all the property shall be made except pur- srant to the vote of at least. two thirds of the bard of directors. The board of directors. in addition to the powers and authorities by statutc, and the bylaws expressly conferred upon them are hereby empowered Co exer- else all such powers and do all such acts and things as may be exercised or done by the corporation, but sub ject nevertheless to the provisions of the statutes of the charter, and to any regulations that may from time to time be made by the stockholders: provided that no regulations so made. shall In. validate any provisions of this char ter. or any prior acts of the directors which would have been valft! If such regulations had not been made. The board of directors, by resolution passed by a majority of the whole board. may designate three or more d. rectors to constitute an executive cDm- | mittee. which committee, to the extent provided in said resolution, or in the bylaws of the corporation. shall have and may exercise the power of the board of directors in the management of the business and affahs of the cor- poration, and shah have power to au. thorixe the seal of the corpora ton to be affixed to all papers which may re- quire 1t.
 The committee shall have power to make rules and regulations for the conduct of it's business, and to deter mine how many members thereof shall constitute quorum.
 The officers Of the committee shall be chairman, 6 vlce-chaIrnan and a secretary, who shall hold office during the term of their office. as members of the committee, and shall be elected by the committed. At all meetings of the committee. all questions shall be de- decided by a majority of votes. and in case of an equality of votes. the chair man, and In his absence, the vice. chairman, and in the absence of both. the secretary shall have second and deciding vote.
 The stockholders shall determine and fix the compensation to be paid to the members and officars of the committed. Whenever the tei.l of office of any member or officer of thc committed shall expire, the directors shall elect q successor; any membe. of the commit tee may be elected 70 succeed him self Any director Is eligible to cleo tion as a member of the executive committe.
 The term of office of each member of the committee, shall be co-extensive with the term of his office as director. unless the directors, at the time of his election. shall fix a shorter period or term of office, which they shall have power to do. Any member of the com mittee, who shall cease to be director of the company. shall, ipso facto. cease N.N t.n .~f xl., Al