Arizona republican., 1901-02-09


 articles. or until their successors are elected and qualified. to-wit ]. r. Bartholomew. c. W. Fowler, F. c. Thurman.
 The officers Of this corporation shall consist of q President. vice-President. Secretary and Treasurer, and suct. other officers and agents as the board of directors may deem necessary for th-, proper transaction of its business Said officers shall be elected at the first meeting e the board of direct ors. held afta., the annual meeting of the stockholders Until the first an- nual election. the officers of the com pany shall be: President, J. r. Bar th0lomew; vice president, ]. R. B. Coons: secretary; c. w Fowler: treas urcr, P C. Turman.
 Eighth. The corporation may use and apply it's surplus property. earn ings or accumulated profits ia the s.1- solute discretion of the boaid of dl- rectors. to the creation and mainte- nance of surplus fund or to the pur- chase and acquisition of property, real and personal, and 70 the purchase or acquisition of it's own capital stock, \ and may take said capital stock in payment or satisfaction of any deht due the company, from time to time, and to such extent and in such man. her, and upon such terms and condi- tlons. as It's board oS directors shall determine, and may reissue said stock acquired; and neither the property nor the capital stock so purchased and ac- qulred. nor any or it's 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 d majority of the stockholders.
 The corporation. Tn its bylaws, may preseribe the number necessary 10 constitute a quorum of the board of directors, which number may be less than raajorfty 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 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 poratL0n, 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 tnt gI 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 by-laws expi essly conferred upon them are hereby empowered % 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 Shat 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 valie If such regulations had not been made.
 The board of directors, by resolution passed by majority Of the wholo board. may designate three or more di- reotors to constitute an executive com nittee, which committed, 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 affairs of the cor poration. and shah have power to au. thorize the seal of the corporation to be affixed to all papers which may re- quire 1t.
 The committee shall have power to make rules and regulations for u,e conduct of its business, and to deter mine how many members thereof shall constitute a quorum. tsa
 The officers Of the committee shall be chairman, a yice-chairman and a secretary, who shall hold office during the term of their office, as members of the committee, and shall be elected by the committee. At al meetings of the committed. all questions shall be de- decided by 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 deciiing 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 a successor; any membe: of the commit tee may be elected 70 succeed him. self. Any director is eligible to cleo ton as 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 to be member of the committee.
 All vacancies of the executive com- mittee shall be filled for the unexpired term. from the directors by tho re-