|
<br />at which time a successor shall be elected by the stockholders to fill the
<br />unexpired term, i{ any, o( such Director.
<br />I( the Board o( Directors shall (or any reason be unable to agree upon,
<br />or to select a successor to fill such vacancy,they may, in their discretion,
<br />call a special meeting o( the stockholders of said Company (or the purpose
<br />o( making a choice to (ill such vacancy; or i( the Board o( Directors has
<br />(ailed 10 (ill such vacancy, or (ails or refuses to call a special meeting o( the
<br />stockholders 10 (il/ such vacancy. on the written request o( the slockholders
<br />holding ten per cent (10%) o( the shares o( said Company, notice by the
<br />President shall be given o( a special meeting o( the stockholders to be held
<br />for the purpose o( electing a stockholder to {ill the vacancy on the Board o(
<br />Directors; such election 10 be held as at the annual stockholders' meeling.
<br />D. OFFICERS OF THE BOARD OF DIRECTORS. At the first regular
<br />meeling o( the Board o( Directors following the annual meeting of the
<br />stockholders, the Board shall organize and elect a President and a Vice
<br />President from their number. Such election shall be by ballol, and the
<br />aUirmalive vote of the majority of the whole Board shall be required for
<br />each election.
<br />When a vacancy shall occur in theof{ice o( President or Vice President,
<br />it shall be filled allhe regular or special meeting of the Board o( Directors
<br />called for that purpose by a vole of a majority o( the whole Board. Each
<br />member of the Board shall be notj(ied o( the proposed election,
<br />E, REGULAR MEETINGS OF THE BOARD OF DIRECTORS. The Board
<br />o( Directors shall hold its r,.gular meeting on the first Wednesday after the
<br />first Monday of each month, beginning at such hour as may be designated
<br />from lime to time.
<br />F. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS. Special
<br />meetings of the Board of Directors may be called at any time by the Presi.
<br />dent, and shall be called by the President upon request, in writing, of any
<br />two Directors.
<br />G. QUORUM. At a meeting of the Board o( Directors three members
<br />present in person shall constilute a quorum {or the transaction of business.
<br />H. POWERS OF THE BOARD OF DIRECTORS. All corporate powers
<br />shall be and hereby are vested in and shall be exercised by the Board of
<br />Direclors. who shall have full control and authority over the Corporation,
<br />and shall have power:
<br />1. To appoint and remOve at pleasure all employees and agents of
<br />the Company, prescribe their duties and fix their compensa-
<br />tion;
<br />2. To call special meetings o( the stockholders;
<br />3. To make all rules and regulations for the guidance of the
<br />oUicers, and for the management of the affairs of the
<br />Corpor at ion;
<br />4. To borrow money on the credit or responsibility of the
<br />Corporation, for the uses, needs and demands of the objectives
<br />
<br />and aims for which the Corporation is organized, as outlined in
<br />its articles of incorporation, hereby conferring on said Board of
<br />Directors, the power to mortgage or pledge all the rights,
<br />properties and franchises of said Corporation;
<br />S. To grant, bargain, sell and convey, in whole or in part, the
<br />lands, franchises, rights and properties of the Corporation,
<br />rendering the enlire, {ull and absolute consideration therefor
<br />10 the beneficial uses and needs of the Corporation, Further, to
<br />lease, exchange, transfer, and otherwise dispose of all or any
<br />part o{ the Corporation's property and assets;
<br />6, To do all other things necessary to the proper management and
<br />control of the Corporation, including the right to make pur-
<br />chases for and on behal{ o{ the Corporation, and, in the name
<br />of the Corporation, to enter and carryon suils at law, and to do
<br />any and all other things not inconsistent with these rules; sub.
<br />ject to the laws of the State of Colorado, which may s~.:.n to
<br />them wise and for the best interests oJ the Corporation;
<br />7. To make such prudential By.Laws as they shall, from time to
<br />lime, deem proper for the management of lhe Corporation.
<br />
<br />V.
<br />OFFICERS AND EMPLOYEES
<br />
<br />The elective officers shall be President, Vice President, and the appoin-
<br />live officers shall be a Secretary, a Treasurer, an attorney, and such super.
<br />intendent or superintendents, manager, or mangers, agents, ditch riders,
<br />keepers, custodians, or other officers as in the discretion of the Board of
<br />Directors may, from time to time, be necessary to appoint and employ,
<br />for the furtherance of the best interests of the corporation, subject to the
<br />limitations o{ these rules and o{ the articles of incorporation.
<br />The Board of Directors shall elect the President and Vice President
<br />from their number, who shall hold office for one year, or until their succes-
<br />sors are elected and qualified.
<br />The office of Secretary and the office of Treasurer may be combined at
<br />the option oi the Board of Directors.
<br />The Secretary, and all other appointive officers, clerks and employees,
<br />shall hold office during the pleasure of the Board.
<br />The Treasurer shall besuch person or institution as in the judgment of
<br />the Board o{ Directors shall be a person of integrity, worth and responsi-
<br />bility,and unless such Treasurer shall be an institulion of known responsi.
<br />bilily, subject to the examination of a bank examiner, or like officer, said
<br />Treasurer shall be obligated to furnish to the Board of Directors, for the
<br />benefil of this corporation, a good and sufficient bond in the sum of at
<br />least Ten Thousand Dollars in each instance, which bond shall be
<br />executed by a reputable surety company, and the Board of Directors shall
<br />
<br />4
<br />
<br />5
<br />
|