Arizona republican., 1901-02-10

stitute the board Of directors Of this corporation. who shall hold office for one year. from the date of filing these articles, or until their successors are elected and qualified. to-wh. J. r. Bartholomew, C. w. Fowler, P. C. Thurman. The officers of this corporation shain consist of a President, Vice. President, Secretary and Treasurer, and suct. other officers and agents as the board of directors may deem necessary for the proper transaction of its business Said officers shall be elected at the first meeting of the board of direct ors. held after the annual meeting of the stockholders. Until the first an- nual election, the officers of the com pany shall be: President, J. r. Bar tholomew; vice. president, J. R. B. Coons; secretary; c. W. Fowler. treas- urer. P. C. Thurman.
 Eighth. The corporation may use and apply Its surplus property. earn ings or accumulated profits ia the Sb- solute discretion of the boaid of di- rectors. to the creation and mainte- nance of surplus fund, or to the pur- chase and acquisition of property, real and personal. and to the purchase or acquisition of its own capital stock. and nay take said capital stock in payment or satisfac ton of any debt due the company, from time to time, and to such extent and in such man. ner, and upon such serms and condi- tions. as its board of directors shall determine, and may reissue said stock | un a.. the capital stock so purchased and ac- I quired. nor any or its capital stock taken in payment or satisfaction of l 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 d majority of the stockholders.
 The corporation. in its bylaws, may | prescribe the number necessary to constitute a quorum of the board of | directors. which number may be less than majority of the whole number.
 The number of directors, at any time, may be increased by vote of the board Of directors, and 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 l their successors shal. be 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- suant to the vote of, at least, two thirds of the board of directors. The board of directors, in addition to the powers and authorities by statute, and the bylaws expressly conferred upon them are hereby empowered 60 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 nny 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 valiti If such regulations had not been made.
 The board of directors. by resolution passed by a majority Of the wholo board, may designate three or more di- rectors to constitute an executive com 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 affai,s of the cor. poration. and shah have power to au. thoiize the seal of the corpora ton to be affixed to all papers which may rs- quire It.
 The committee shall have power to make rules and regulations for the conduct of its business, and to deter mine how many members thereof shall constitute a quorrm.
 The officers Of the committee shall be chairman, a vice-chairman and q secretary, who shall hold office during the term of their office. as members of the COH!iIMttee, ana small De elected Dy the committee. 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 a second and deciding vote.
 The stockholders shall determine and fix the compensation to be paid to the members and officers of the committee. Whenever the tern of office of any member or officer of the committee shall expire, the directors shall elect q successor; any member of the commit tee may be. elected 70 succeed him. self. Any director Is eligible to elec- ton 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 shorter period or term of office, which they shah have power to do. Any member of the com mittee. who shall cease to be director of the company, shall. ipso facto, cease | to be a member of the committed