The twice-a-week Twin Falls times. (Twin Falls, Idaho) 1916-1918, 1916-12-26

determining whether it would be adj
visable to have such a district formed
and this canal system turned over to
it.
A portion of said committee recon-
mends as follows:
That the board of directors be in
structed to devise and put into opera
ton plan which WILL within proper
limits, call for the payment of canal
charges by the several stockholders,
based on the amount of water actually
received by each land owner.
IN making these recommendations
subcommittee will say:
Some months ago the chairman of
the committee by written communica-
tons addressed to the several mem
bers, submitted a number of matters
for informal discussion, and invited
ideas from ALL and since this, meet
ings of the committee, and of the diff
ferent members thereof, have been
held at which the subjects mentioned
and others, have been considered
Upon some of the matters taken up
there has been unanimous agreement
Others, probably because Of their great
Importance and on account of the I'M
certainty involved, have not been Civ
en- the full endorsement of the entire
committee, but they are mentioned
herein the belief on the part of all of
us that they should have the most
careful consideration of the stockhold-
ers of the corporation, either at this
meeting, or at an early date
The size of these meetings and the
fact that at them many matters Of i'm
portance cannot be fully discussed, or
be given the necessary deliberation for
intelligent action, is a condition for
which relief has been sought, and at
times heretofore suggestions have
been made looking to a change in the
method of electing directors. To that
end a committee was appointed some
two years ago, but it was found upon
investigation that much desired plan
of electing the directors by districts
could not be legally adopted for the
reason that under the constitution of
the state each stakeholder has the
right to cumulate his votes so as to
cast his entire voting strength for a |
single candidate, or to divide them |
among all or a portion of the candi- |
dates Unfortunately nothing was |
done at the last session of our legisla-
ture looking to an amendment of the
state constitution so as to take from |
its provisions the operation of corpor-
ations organized pursuant to the Car
ey Act Your committee now most |
earnestly recommends that the proper |
effort be made at the ensuing session |
of the legislature to have the necessary
resolution passed for the amendment
of the constitution in this regard. At
best it will take two years in which
to do this, but the sooner steps are
taken to that end the quicker we will
be put in shape so as to get what we
want, or else find out that it cannot
be had. In the belief of your commit
tee, If the constitution is changed so
as to permit 1t, a plan can be formulat-
ed that will permit the dividing of the
tract into number of districts cor
responding to the number of directors,
wherein meetings of the land owners
of the several districts can be held and
a director for the district nominated
or chosen thereat.
Pending the proceedings above men
toned there are, in the opinion Of your
committee, several matters than can
and should be worked out Immediately.
One of these is the adoption of an
amendment to articles of incorporation
of the company permitting the board
who is not necessarily of their num-
Der. Under the articles of incorpora-
ton as they now exist the secretary
must be a director. Your committee |
is of the opinion that 1t will be very
much better to have the board free to
select for this position, the most salts |
factory person that can be had, wheth-
Ell '~onoher of the board or not. |
Under the law as Ii now stands the |
articles of incorporation cannot he
amended without a majority and pos
sibly two-thirds vote of all of the
stockholders, and this requires also
the calling of a meeting with notice
that the change is to be made In con-
nection herewith it is well to mention
the fact that the bylaws of the cor
poration can be changed only by
two-thirds vote of all of the stockhold-
ers. and the large vote required to