The border vidette., 1926-04-10
Corporation need not be stockholders

Article x.
In furtherance and not in limita-
ton 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red may be altered or repealed by the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 whole 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
and personal property of this Cor
poration.
(e) To sell, exchange, assign,
convey or otherwise dispose Of 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-
ble,, 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
1 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
poratioA.
(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 stockholder 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. .c@
/ ~ Article XI.
| This Corporation may. in its by
laws confer powers upon its Board
lof Directors in addition to the fore
going and in addition to the powers
end 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
1 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
ton.
| 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 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 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-
1 II l. r ~