Bisbee daily review., 1922-10-14
CountJs Clearing House
LEGAL NOTICES


 such agreement and in such matter as it shall provide and shall exercise such dis erection in carrying out or formulating policies and plans of action may be granted by such agreement and may elect one or more Of their number direc- tors of the Company.
 NINTH: No holder of stock shall be entitled as of right to subscribe for. pur- chase or receive any part of any author 1zed but uniSSued stock or of any new or additional issue of stock, preferred or common, or of bonds, notes, debentures 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- 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 statute:
 (a) 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 tune to time may be designated by the by-lawS or by resolution of the directors: provided. however that the original or d 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 (the directors. however. not to be decreased to number less than three) by vote of the Board of Directors, and in case of any increase the Board of Directors shall have power to elect such additional di- rectors to hold office until the next meet ing or stockholders. or until their suc- n ball he ala arfn
 Co 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 Directors
 (d) The Board of Directors. hy reso- lution 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 in said resolution, or in the bylaws of the Company. shall have and may exer- else the powers of the Board of Directors fin the management of the business and affairs of the Company. and may have power to authorize the seal of the Com
 
 which may require 1t.
 (e) The Board of Directors by resolu- ton passed by majority of the whole Board may appoint any other or further standing committees. with such powers as may be provided in said resolution or in the bylaws of this Company d) 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 ! ~ open to the inspection of the stockhold- CTS. and no stockholder shall have any right Of inspecting any account or book or document of the Company. except as conferred by statute or authorized bv ! the Board of Directors
 (g) The Board of Directors shall have power. without the assent or vote of the stockholders to make. alter. amend and rescind the bylaws of the Company, to fix the amount to be reserved as working capital, to authorize and to cause to be executed mortgages and liens upon the real and personal property of the Com pany.
 (D The Company. in it's bylaws. may prescribe the number necessary to con stitute quorum Of the Board of Direc- | tors. which shall not be less than a ma | jority of the whole Board
 G The Company may use and apply | its surplus earnings or accumulated pro- Tits to the purchase or acquisition of property. and to the purchase or acQuisi- tion of its own capital stock. from time to time. to such extent and in such man ner it's Board of Directors shall deter mine, and neither the property nor the capital stock so purchased or acquired. nor any Of its capital stock taken in pay ment or satisfaction Of any debt due to the Company. shall be regarded as pro- fits for the purposes of declaration or payment of dividends unless otherwise determined by a majority of the Board or Directors. Shares Of its own stock be- longing to the Company shall not be voted upon directly or indirectly. Nh Fhaa WHaaHH HHW4Ha pursuant to the vote of the holders of a majority in interest of the capital stock issued and outstanding. the Board of Di- rectors shall have power and authority to sell, lease. exchange, assign. transfer. convey or otherwise dispose Of the whole Of the property of the Company as an entirety, irrespective of the effect there Of upon the continuance of the business 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.
 (k) The Board of Directors shall have power to fix the compensation Of direct ors and officers of the Company for att | tendance at meetings of the Board or of any committee thereof. or for or in con nection with any other matter. CD This Company may in its bylaws confer powers additional to the foregoing upon the directors. and in addition 10 the powers and authority expressly conferred upon them by statute.
 (n) This Company reserves the right to amend. alter change or repeal any provision contained in this Certificate of Incorporation. including the increase or reduction of it's authorized capital stock. in the manner now or hereafter prescrih- ed by statute. and all rights conferred on stockholders herein are granted sub ject to this reservation.
 We the undersigned. being each Of the original subscribers to the capital stock hereinbefore named. for the purpose Of forming a corporation to do business. both within and without the State of Delaware. and in pursuance of the Cen eral Corporation Law of the State Of Del aware being Chapter 65 of the Revised Code Of Delaware and the acts amenda- tory thereof and supplemental thereto. do make and file this certificate. hereby declaring and certifying that the facts herein stated are true, and do respective ly agree to take the number ot shares ot stock hereinbefore set forth. and accord iugly have hereunto set our hands and seals this 27th day of March. A. D. 1922. In Presence Of:
 Herbert E. Latter.
 T. l.. CROTEAI- (SeaD
 NJ. \. BRUCE (SeaN
 C. IT. BLASKE (SeaD
 STATE OF DELAWARE,
 COUNTY OF NEW CASTLE. )ss.
 BE TT REMEMBERED that on this Al. n NINs