Arizona republican., 1907-09-05

licies or the administration of the cor | poration usually cease until the next
 election of directors, when he again ex- Iercises his only priviiege-to vote TOT directors.
 In a water users association. howeV- CT. the shareholder has more direct
 A more immediate and more import ant interest in the management or the corporate affairs than have those Of the ordinary commercial corporation. I'm such an association all the powers lof legislation, as those powers are dis- ltinguished from executive ones. should he lodged in and exercised by the shareholders themselves, if that were practicable, or if not, then by repre- sentatives chosen for that purpose l need not enlarge on the importance and desirability of this distribution or power: 1t is not new idea. but is so familiar as not: to need elaboration.
 BOARD AND COUNCIL.
 Some authority should define the duties of the executive or administra- Itive body; should in a general way Iprescribe the manner of their dis Icharge; should fix salaries and com lpensation, and generally define the lpolicies of the association. Within livery broad limits the articles ot in lcorporation determine all this, but lthey do it only fundamentally and not lin detail The stockholders are too numerous to act as a body in such matters of detail. The executive body lof officers should not be charged with the making of laws of the association (which they are to execute, nor allowed to fix the salaries which they are to receive; nor to create and appoint to office and employments, &c., sc. These functions should be discharged Iby separate and distinct body.
 In the Salt River Valley association, iprovision was made for such a body. This body is called the "Council:" it consists of thirty members. three of jwhom are elected from and represent one of ten council districts into which the entire irrigated district is divided; they are elected for the term of three lyears. and the terms are so arranged that one third of them Gone from each district) is elected annually. This body, the council, is really legislative body. and its functions are confined to Legislation. It is the authority that I ed for by the articles of incorporation: defines their duties and fixes the rate of their compensation. and. of course. enacts all bylaws for the government of the association. The members of this body can receive no compensation, nor can any of its members hold any office created by it until after the lapse of one year after the expiration ot his term of office as a member of 1 the council
 l The executive and administrative 1 powers are lodged in a president. vice. f president, secretary. treasurer. and in Ia board of eleven governors, and in such other officers as the council may authorize or create.
 1 The compensation of all these of- ficers is fixed by the council. The du- ties and powers of the president. vice. president, secretary and treasurer are those usually lodged in such officers, defined by the articles of incorpora- tion generally and by the council spec | ifically. The board Of governors con- sists of eleven members. the president being one ex-officio, and one is annu- ally elected from each of the council districts. This board is charged gener- ally with the actual administration of lthe affairs of the association. It is re- Ially the board of directors.
 The president and vice president are ielected by the shareholders at alter nate annual elections for the term of two years. The secretary and treas urer are appointed by the board of governors.
 Elections by the shareholders are made to conform as nearly as practic- able in manner and form to elections for county officers.
 ASSESSMENTS.
 | The association has also the power to act as the agency for the collection of the cost apportioned by the govern ment against the lands of the share holders. For thiS' purpose it Is au- thorized by its articles to undertake the collection of this cost by way of Assessments against the shareholders. the assessments. when levied. being, by the provisions of the articles, liens upon the lands to which the shares are lappurtenant. And in this way the as- sociation is able to discharge another of the important functions which We have ascribed to it: that is. the assur- ance to the government of the repay Iment to it of the coz of construction. as provided by the irrigation act.
 Upon first consideration all this may seem cumbersome and unneces- | sarily complicated. But there must be borne in mind the magnitude of the interests involved; that in the success ful management. upon, proper princi- ples. of the affairs of such an associa- | ton. depends almost to an ultimate de- gree the prosperity of the sharehold- | CTS; that upon the one hand there must be devised safeguards for the protec- ton of the individual interests against negligent or corrupt mis- or mal-feas- ance of those charged with the conduct of affairs; that on the other hand l there must be sufficient elasticity to | allow a proper use of intelligent dis erection and judgment in the manage ment. and yet at the same time these checks should not serve to weaken or render inefficient the management. Restraints should be provided against levils that may be fairly anticipated. . iyet freedom must be given to meet unforeseen exigencies that may arise.
 In our valley the formulation of this . tpla nf mi ..f