The news-herald., 1903-03-14

tons formed under the act or acts of
the legislature of said territory.
Article g. In furtherance, and not
in limitation of the powers conferred
by. statute, the board of directors n g
expressly authorized:
To hold their meetings, to have one
or more offices, and to keep the books
OF the company within or without the
Territory of Arizona at such places as
may be from time to time designated
by them;
To determine from time to time,
whether. and il allowed. under what
conditions and regulations the accounts
and books of the company (other than
the stock and transfer books) or any
of them shall be open to the inspection
of the stockholders. and the stockholm
ers' rights in this respect are and shall
be restricted or limited accordingly;
To make, alter, amend and rescinl
the bylaws of the company, to fix the
amount to be reserved as working capi-
tai. to fix the times for the declaration
and payment of dividends, to authorize
and cause to be executed mortgages
and liens upon the real and personal
property of the company, provided 2I-
ways that majority of the whole board
concur therein;
With. the consent in writing and pur-
suant also the affirmative vote of the
holders of majority of the stock is
sued and outstanding, at a stockhold-
ers' meeting duly called for that pur-
pose, to sell, assign, transfer Or other
wise dispose Of the property of the
company as an entirety, provided al
ways that majority of the whole
board concur therein;
By a resolution passed by a majority
vote of the whole board, under suitable
provision of the bylaws, to designate
two or more of their number to constt-
tute an executive committee, whi N
committee shall, for the time being, rs
provided in said resolution, or in the
bylaws, have and exercise any or all
of the powers of the board
Of directors which may be law
fully delegated in the management
OF the business and affairs of the com.
lany, and shall have the power to au.
rhorize the seal of the company TO Dc
affixed to all papers which may re-
quire it.
The company may use and apply its
surplus earnings or accumulated profits
to the purchase or acquisition OF prop
erty, and to the purchase o, acquisition
of it's own capital stock from time u
time, to such extent and in such MAI
ner and upon such terms as It's board
of directors shall determine; and
neither the property nor the capital
stock so purchased and acquired shah
be regarded as profits for the purpose
Of declaration or payment of dividends.
unless otherwise determined by ma
jority of the board of directors.
The corporation reserves the right 20
amend. alter or repeal any provision
contained in this certificate of incor-
poratiOn in the manner now or here.
after prescribed by statute. and all
rights conferred on stockholders herein
are granted subject TO this reservation.
Article 4. The capital stock of this
corporation shall be one million dollars
($1,000, 100000 divided into ten thou
sand 10.000) shares of the par valne
of one hundred dollars ($10O.0O) each.
which stock shall be issued paid uD
and worcestershire in exchange for
cash, services or property.
Article 5. The business and affairs
of this corporation shall be conducted
by board of five 60 directors, who
shall be elected annually by the stock
holders of this corporation, and the ful
lowing named incorporators shall con-
stitute the board of directors until
their successors are elected and quail
fed: William A. Sharp, George H.
Klumph, Frederick c. Frankenberg,
Charles ]. L. Kressman and Michael T
Breen. Thereafter the board of d;
rectors shall be elected annually by tae
stockholders as the bylaws of the cor
poration may provide. The board OF
directors are, in addition 20 the powe IS
conferred by statute, authorized to hold
their meetings and to have one or more
offices, and to keep the books of the
corporation within or without the Ter
ritory of Arizona, at such places as
may from time to time be by said
board designated, but subject to the
laws of the United States and the Ter
ritory of Arizona.
Article 6. The corporation may CON-
mence business on the day when these