The border vidette., 1926-05-29
Corporation need not be stockholders

AFClclc N.
In furtherance and not in limita.
tion of the powers conferred by Sta
tute, the Board of Directors is ex-
pressly authorized:
(a) To make and alter the by
laws Of this Corporation, without
any action on the part of the stock
holders; but the bylaws made by the
Directors and the powers so confer
red may be altered or repealed by the
Directors or stockholders.
(b) To fix, determine and vary
the amount to be maintained as sur
plus, and subject to the other pro-
visions and requirements of this Ger
tificate Of Incorporation the amount
or amounts to be set apart or re-
served as working capital.
(c) BY resolution passed by
majority Of TIE whoA, Board, to-
designate three or more of their
,, number to constitute an Executive
Committee, which Committee, to the
extent provided in said resolution or
in the bylaws Of this corporation,
shall have and exercise Except when
the Board of Directors shall be in
SESSION. any and all of the powers
of the Board of Directors and the
management Of the business and af-
fairs of this corporation and have
power to authorize the seal of this
Corporation. to be affixed to all
papers which may require it.
(D To authorize and cause to be
executed mortgages and liens, with
out limit as to amount, on the real
:cd personal property of this Cor
,, poration.
(e) To sell, exchange, assign,
convey or otherwise dispose OLA part
OF the property, assets and effects
of this Corporation less than the
whole or less than substantially the
whole thereof, on such terms and
conditions as they shall deem advisa-
BILE, without the assent of the stock
holders in writing or otherwise.
(f) With the consent in writing
of or pursuant to vote of, the hold
ers of majority of the number of
shares of capital stock issued and
outstanding to sell, exchange, assign,
transfer and convey or other wise dis
pose of the whole, or substantially
the whole of the property, assets, ef-
fects and good will of this Corpora
tion (including the corporate fran
chise and other intangible property
of this Corporation), upon such
terms and conditions as the Board of
| Directors shall deem expedient and
for the best interests of this Cor
| poration.
! (g) From time to time to deter
! mine whether and to what extent and
at what time and place and under
what conditions and regulations the
accounts and books of this Corpora
tion. or any of them, shall be open
to the inspection of any stockholder;
and no stakeholder shall have any
right to inspect any account, book
or document Of this Corporation ex-
cept as conferred by statute or the
bylaws or as authorized by resolu-
| tion of the stockholders or Board of
| Directors.
| Article XI.
This Corporation may in it's BY
laws confer powers upon its Board
of Directors in addition to the fore
going and in addition to the powers
and authorities expressly conferred
upon them by the laws of the State
of Delaware.
Article XII.
The stockholders and Board of
Directors shall have power, if the by
laws so provide, to hold their meet
ings and to keep the books of this
Corporation Except such as are re-
quired by the law Of the State Of
Delaware to be kept in Delaware)
and documents and papers of this
Corporation outside the State of
Delaware, and to have one or more
offices within or without the State
of Delaware at such places as may
be designated from time to time by
the Board of Directors.
Article XIII.
All of the powers of this Corpor.
alton, in so far as the same may be
lawfully vested by this Certificate of
Incorporation in the Board of Direc-
tors, are hereby conferred upon the
Board of Directors Of this Corpora
tion.
| Article XIV.
This Corporation reserves the right
to amend, altar, change, add to or
repeal any provision contained in
this Certificate of Incorporation in
the manner now or hereafter pres
cribed by statute, and all rights and
powers conferred by this Certificate
of Incorporation on stockholders, di-
rectors and officers are granted SUBJ
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 cor
poration to do business both within
and without the State Of Delaware,
and in pursuance of the General Cor
portion Laws of the State of Della
ware, being Chapter 65 of the Revis-
| ed Code of Delaware and the Acts