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From: 0711012007 06:58 11102 P. 003/012 <br /> • <br /> • <br /> 5. This company shall have the power to enter into contract from time to time,provided however that <br /> no such contract may be entered into by the Board of Directors for the sale of any of this Corporation's <br /> water except that which is surplus municipal,domestic,or industrial water not required to meet the needs of <br /> the shareholders, and further provided however that no such contract may he entered into by the Board of <br /> Directors for a period exceeding one year without the approval of a majority of the Class A shares voted <br /> thereon at a special meeting of shareholders called for that purpose or at the regular annual meeting of <br /> shareholders. <br /> 6. This company shall have the power to borrow money and to execute notes. bonds,mortgages, <br /> debentures or other evidences of indebtedness. securing the same by mortgage or deed of trust.as may be • <br /> desirable in the premises: and generally to do and perform any and all things necessary or convenient in the <br /> carrying out of the aforesaid puposes. • <br /> ARTICLE III • <br /> Officers <br /> • <br /> Section 1. The officers of this corporation shall consist Of a President.Vice-President.a Treasurer and a <br /> Secretary. who shall be elected by the Directors at their first meeting following the annual meeting of the <br /> stockholders in each year. Such officers.shall be selected from the Board of Directors.except the Secretary <br /> ' and'Treasurer who need not be members thereof.and shall hold their respective offices liar the term uFone • <br /> • year or until their successors are elected and shall qualify.unless they shall resign.-be removed or become <br /> disqualified. They shall receive such compensation for their services as the Board of Director::niay. from <br /> time to time. determine. <br /> • <br /> Section 2. Any two ofsaid offices. the duties of which do not conflict. may be held by one and the sane <br /> person if the Board of Directors shall so elect. <br /> Section 3. In case a vacancy or vacancies shall occur in the Board of Directors.or in any of said offices. <br /> the same shall be filled for the remainder of the un-expired term by the Directors ninny meeting of the <br /> Board of Directors. <br /> Section 4. The Board of Directors nray. in case of the absence of any officer. or disability to perform his <br /> duties.or for any other reason deemed sufficient by the Board delegate the powers and duties of such <br /> officer to any other officer.or to any director. for the time being.providing a majority of the whole Board <br /> • concurs. • <br /> Section 5. The Board of Directors shall appoint a General Manager who shall be qualified to manage <br /> and superintend the physical operation of the company's system: said manager may be hired under contract <br /> in writing. the term of which shall not exceed a period of five(5)years.and For such salary and <br /> remuneration as'in the judgment of the Board of Directors is necessary and proper, The Board of Directors <br /> may from time to time. as may be deemed advisable.appoint other officers for the corporation. who shall <br /> perform such duties as may be assigned them. • <br /> • <br /> • ARTICLE lv <br /> . •Board of Directors <br /> Section 1. The Board of Directors shall consist of seven members. It shall be the duty of the Board of <br /> Directors to exercise a general supervision over and management of the affairs of the corporation and to <br /> receive and pass upon the reports of the President. Secretary. Treasurer and General Manager,to audit all <br /> hills and accounts against the corporation and to direct the officers thereof in the general conduct and <br /> business of the corporation. Said Board may remove any officer for cause as in these bylaws provided and <br /> shall have the control of any books.papers or documents of the corporation in the hands of any of its <br /> officers. <br /> MVJC Bylaws 3 Revised: June 14.2005 <br /> • <br />