The Coconino sun., 1920-04-23

meetings, as shall be provided in the Bylaws.
 The directors from time to time may determine whether and to what extent, and at what times and places and under what conditions and regula- tions, the accounts and books of the company (other than the stock ledg- er), or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or docu- ment of the company, unless express ly so authorized by statute or by a resolution of the stockholders or the directors.
 The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be rati- fled, by the vote of the holders of a majority of the capital stock of the company which is represented in per- son or by proxy at such meeting, (provided that lawful quorum of stockholders be there represented in person or by proxy), shall be as valid and as binding upon the corporation and upon all the stockholders, as though it had been approved or rati- fled by every stockholder of the cor poration, whether or not the contract or act would otherwise be open to legal attack because of directors interest, or for any other reason.
 The directors shall also have power, without the assent or vote of the stockholders, to make and alter by- laws of the corporation; to fix the times for the declaration and payment of dividends; to fix and vary the amount to be reserved as working capital; to authorize and cause to be executed mortgages and liens upon all the property of the corporation; or any part thereof; to determine the use and disposition of any surplus or net profits over and above the capital stock paid in, and in their discretion the directors may use and apply any such surplus or accumulated profits in purchasing or acquiring the bonds or other obligations or shares of capital stock of the corporation, to such ex- tent and in such manner and upon such terms as the directors shall deem expedient; but shares of such capital stock so purchased or acquired may be res6ld unless such shares shall have been retired for the purpose of de- creasing the corporations capital stock as provided by law.
 In addition to the powers and au- thorities hereinbefore or by. statute expressly conferred upon them, the didectors are hereby empowered to ex- ercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certifi- cate and to any bylaws from time to time made by the stockholders; pro- vided, however, that no bylaw so made shall invalidate any prior ac. of the directors which would have been valid if such bylaw had not been made.
 IN WITNESS WHEREOF, we have hereunto set our hands and seals, the 4th day of January, 1919.
 SAMUEL c. WOOD G.S.)
 ARTHUR M. BRODY (L.S.)
 L. B. PHILLIPS (L.S.) In presence of
 Edward H. Kubitz as to
 Samuel c. Wood and Arthur M. Brody.
 Edwin F. Wood as to
 L. B. Phillips.