Arizona republican., 1901-02-07

corporation. who shall hold office for one year. from the date of filing these articles. or until their successors are elected and qualified, to-wit. d. r. Bartholomew, e. w. Fowler r. c. Thurman
 The officers of this corporation shall consist of President. Vice. President. Secretary and Treasurer. and such other officers and agents as the board of directors may deem necessary for the proper transaction of It's business. Said officers shall be elected at the first meeting e 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. F. Bar tholomew; vice-president, J. R. B. Coons; secretary; c. W. Fowler: treas urer. P. C. Turman.
 Eighth. The corporation may use and apply its surplus property, earn- ings or accumulated profits in the S5- solute discretion of the boa.d 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 may take said capital stock in payment or satisfac ton 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- tons, as It's board of directors shall determine, and may reissue said stocl; acquired; and neither the property nor the capital stock so purchased and ac- quired 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 a 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 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 euted, 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 expi essly conferred upon them are hereby empowered 70 exer- else all such powers and do all such acts and things as may be exercised or done by the corporation, out srrb- jeet 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 80 .nade shall in. validate any provisions of this char ter. or any prior acts of the directors which would have been valftf 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 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 affairs of the cor- poration, and shall have power ho 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 tl,e conduct of its business, and to deter mine how many members thereof shull constitute quorum.
 The officers Of the committee shall be chairman, a vice-chairman and a secretary who shall hold office during the term of tfeir office as members of the committee, and shall be elected by tHe coiiHlitlee. AL III HeetlngS OI the committee, 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 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 a successor; any member 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 shorter period or term of office, which they shall have power to do. Any member of the com nittee, who shall cease to be director of the company, shall, ipso facto, cease to be member of the committee.
 All vacancies of the executive conn.,