Bisbee daily review., 1922-10-13
CochiseC Count1s Clearing Honse
LEGAL NOTICES

or other securities convertible into stock, but all such unissued, new or additional shares of stock or bonds, notes debent- ures or other securities convertible into stock may be issued and disposed of by the Boacd of Directors to such person or persons and on such terms and condi- tions and for such consideration (so far as may be permitted by law) as the Board Of Directors in their absolute dis cretion may deem advisable.
 TENTH: Meetings of the stockholders may be held within or without the State of Delaware. as the Board of Directors may determine.
 ELEVENTH: In furtherance and not in limitation of the powers conferred by statute:
 ta) The Board of Directors shall have powerto hold their meetings and have one or more offices and keep the books of the Company outside of the State of Delaware. at such place or places as from
 by-laws or by resolution of the directors: provided, however. that the original or a duplicate stock ledger shall always be
 Kept within the State of Delaware as prescribed by law
 (b) The number of directors at any
 time may be increased or decreased Cthe
 dlrectors. however. not to be decreased
 to a number less than three) by vote of
 the Board of Directors and in case of
 any increase the Board of Directors shah
 nave power to elect such additional di-
 rectors to hold office until the next meet
 ing or stockholders. or until their suc-
 cessors shall be elected and qualify
 (c) The directors may appoint not
 only other officers of the Company. but
 also one or more Vice Presidents one or
 more Assistant Treasurers. and one or
 more Assistant Secretaries and to the
 extent provided in the bylaws or by res
 olution of the Board Of Directors. the
 persons so appointed. respectively. shall
 have and may exercise any or all of the
 powers of the President and of the
 Treasurer and of the Secretary, respect
 lively, or such powers and duties as shall
 be delegated to them by the Board of Directors.
 (d) The Board of Directors by reso-
 Iution passed by a majority of the whole Board. may designate two or more of their number to constitute an Executive Committee who. to the extent provided m said resolution. or in the bylaws Of the Company, shall have and may exer- else the powers of the Board of Directors
 Tn the management Of the business and affairs Of the Company. and may have power to authorize the seal Of the Com pany to be affixed to all documents which may require it.
 (e) The Board of Directors by resolu- ton passed by a majority of the whole | Board may appoint any other or further standing committees. with such powers
 as may be provided in said resolution or l in the bylaws of this Company ! t) The Board Of Directors from time ! to time shall determine whether and to 1 what extent and at what times and | places and under what conditions and ! regulations the accounts and books of | the Company. or any Of them. shall be | open to the inspection of the stockhold- 1 CTS. and no stockholder shall have any i right Of inspecting any account or hook | or document of the Company. except as | conferred by statute or authorized by | the Board of Directors.
 | (g) The Board of Directors shall have T power without the assent or vote of the ! stockholders, 10 make. alter. amend and l rescind the bylaws of the Company. to ' TX the amount to be reserved as working | capital, to authorize and 10 cause to be, | executed mortgages and liens upon the | real and personal property Of the Com f pany.
 (h) The Company. in its bylaws. may | prescribe the number necessary to con i sttute a quorum of the Board of Direc- | tors. which shall not be less than . ma ! jority of the whole Board
 I CD The Company may use and apply II its surplus earnings or accumulated pro- | fits to the purchase or acquisition of | property. and to the purchase or acquisi- | tion of it's own capital stock. from time l to time: to such extent and in such man 4 ner as it's Board of Directors shall deter I mine. and neither the property nor the Il capital stock so purchased or acquired Il nor any of its capital stock taken in pay ! ment or satisfaction of any debt due to I the Company. shall be regarded as pro- fits for the purposes Of declaration or il payment of dividends. unless otherwise ! determined by a majority of the Board Il or Directors. Shares of it's own stock be- T longing to the Company shall not be Il voted upon directly or indirectly
 Il O With the consent in writing 70 I majority in interest Of the capital stock Il issued and outstanding. the Board Of Di- ii rectors shall have power and authority | 10 sell, lease, exchange. assign. transfer. convey or otherwise dispose of the whole Il or the property of the Company as an Il entirety. irrespective of the effect there ii or upon the continuance of the business Il of the Company and the exercise of it's ' franchises. but the Company shall not be | dissolved save as provided by the laws of the State of Delaware.
 l Q rd Of ehaf hen ,l power to fix the compensation of direct ors and officers Of the Company for at ,l tendance at meetings of the Board or of Il any committee thereof. or for or in con- Il nection with any other matter. | CD This Company may in its bylaws II confer powers additional 10 the foregoing
 upon the directors. and in addition 10 the Il powers and authority expressly conferred upon them by statute.
 I (n) This Company reserves the right to amend. alter. change or repeal any li provision contained in this Certificate or Incorporation. including the increase or reduction of it's authorized capital stock. Il ed by statute. and all rights conferred T on stockholders herein are granted sub-- | ject to this reservation. Il We. the undersigned. being each Of the. II original subscribers to the capital stock. l hereinbefore named. for the purpose ot II forming corporation to do business. II both within and without the State ol T Delaware and in pursuance Of the Cen eral Corporation Law Of the state of Dei- II aware. being Chapter G. Of the Revised II Code of Delaware and the acts amenda- tory thereof and supplemental thereto. do make and file this certificate. hereby .i declaring and certifying that the facts \ herein stated are true. and do respective " ly agree 10 take the number of shares ot T stock hereinbetore set forth. and sccord- | ingly have hereunto set our hands and seals this 27th day of March, \. D. 1922. Il In Presence of:
 T Herbert T.. Latter.
 Il r. l.. CROTEAI- (SeaD r | NJ A. BRUCE (SeaD Il C. IT. BLASKE (Sean .l STATE OF DELAWARE. Il COUNTY OF NEW CASTLE. )ss. | BE TT REMEMBERED that on this II 27th day of March. A. n. 1929. personally Il came before me. Herbert E. Latter. a Il Notary Public for the State Of Delaware.
 and New Castle County. T. l.. Crotesu. | NJ \. Bruce and C. H. BlaSke. all the ' parties 10 the foregoing Certificate of In 1 corporation. known to me personally to | be such. and scvcrally acknowledged the | said certificate 10 be the act and deed of ! the sgners. respectively. and that tho | facts therein stated are truly set forth. ! hr.tt .f r.F-