Albuquerque morning journal. [volume] (Albuquerque, N.M.) 1903-1926, 1921-04-09


of directors, which number may be
less than a majority of the whole
number of the directors.
3. Any officer elected or APP
pointed by the board of directors
may be removed at any time by the
/ affirmative vote of a majority of
the whole board of directors. Any
other officer or employee of the
company may be removed any time
by a vote Of the board of directors,
| or by any committee or superior
officer upon whom such power of
removal may be conferred by the
bylaws or by vote of the board of
directors.
4. The board OF directors by the
affirmative vote of a majority of
the whole board, may appoint from
the directors an executive commit
tee. of which a majority shall con-
stitute a quorum, and to such eX-
/ tent as shall be provided in the by
laws. such committee shall have
and may exercise all or any of the
powers of the board of directors,
including power to cause the seal
of the corporation to be affixed to
all papers that may require it,
5. The board or directors, by the
affirmative vote of a majority of
the whole board, may appoint any
other standing committees. and
such standing committees shall
have and may exercise such powers
as shall be conferred or authorized
by the bylaws or by the resolution
appointing them.
G. The board of directors may
appoint not only other officers of
the company, but also one or more
presidents, one or more as
sistant treasurcrs, and one or more
assistant secretaries; and, to the eX-
tent provided in the bylaws. the
persons so appointed respectively
shall have and may exercise all the
powers OF the president, of the
treasurer and OF the secretary re-
spectiyely.
z. The board Of directors shall
not in January in each year, after
reserving over and above its capital
stock paid in. as working capital
for said corporation, such sum, II
any. as shall have been fixed by
the stockholders. be required to de-
clare a dividend among Its stock
holders of the whole of its accum-
ulated profits exceeding tho amount
so reserved, and pay the same to
such stockholders on demand; but
it is hereby expressly provided that
the board of directors shall have
the power to fix the sum which
may be set aside or reserved as
working capital for the company
over and above the companys cap
ital paid in, and from, time to time
increase, diminish and vary the
amount OF working capital in their
absolute Judgment and discretion,
and to direct and determine the
use and disposition of any such
sum or surplus so set aside ana
reserved as working capital by the
board of directors: and in its dis
erection the board of directors may
use and apply any such surplus or
accumulated profits in purchasing
or acquiring it's bonds or other OBJ
legations or shares of its own capt.
tai stock. or the bonds or other
obligations or shares of the capital
stock of any other corporation, toi
such extent and in such manner
and upon such terms as the board
Of directors shall deem eXpedient;
and shares of such capital stock so
purchased or required may be re-
sold, except such shares of the cap
ital stock of the company as shall
have been retired for the purpose
of decreasing the company's capt.
tai stock as provided by law. q
S. With the assent in writing,
or pursuant to the vote Of the hold
ers of two-thirds of the capital
stock issued and outstanding, the
board of directors shall have power
and authority to sell. assign. trans
fer, convey or otherwise dispose OF
the property and assets of this
corporation as an entirety. on such
terms and conditions as to theI
board of directors shall seem just
and expedient.
Q. The board of directors from
time to time shall determine
whether and to what extent, and at
what times and places and under
what conditions and regulations
the accounts and books of the cor
poration. or any of them shall be |
open to the inspection of the stock
holders and no stakeholder snail
have any right to inspect any &C
count or book or document of the
corporation, except as conferred
nv statute or authorized by the
hoard OF directors, or by a rcsolu-
ton of the stockholders.
10, Subject always to bylaws
made by the stockholders, the
board of directors may make by
laws, and, from time to time. may
alter, amend or repeal any bylaws:
but any bylaws made by the board
of directors may he altered or re-
neaIed by the stockholders OF any
annual meeting or at any special
meeting. provided notice of such
nroposed alteration or repeal by |
the stockholders be included in the
notice of the meeting of the Stock
holders.
In Witness Whereof, We have
hereunto set our hands and sea
the 4th day of February, nineteen
hundred and twenty-one,
G. NJ. MOFFETT. CSea.)
+. r. FISHER. tseai}
GEO. s. MARIANA. tSedi(
ALBERT A. SMITH. (seai)
Signed, sealed and delivered III
the presence of ,.,,
state of New York. County Of Ne"
York, So. So. ,,l
Be 1t Remembered. that on TINS
4th day of February, 1921, belore
tho undersigned personally appear |
ed George M. Moffett Albert A; |
smith, Frederick T. Fisher ana
George s. Mahana, who, 1 am sat
isfied are the persons named in
and who executed the foregoing
certificate, and having first
made known to them and TO each
of them the contents thereof, they
did each acknowledge that they
signed, sealed and delivered the
same as their voluntary act ana
deed. FRANh H. flAt,"
Master in Chancery of New
JarCpV