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<br />I <br /> <br />I <br /> <br />Seetlon 5. All corporate powers shall be. and are hereby. ve3ted in and shall be exercised bV the Board of <br />Oi(1Jcto(~ who shall have full cQmrol and authority ove, the Corporation and shall hav"" pow,,': <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />~ <br /> <br />2!llI. <br /> <br />~ <br /> <br /> <br /> lith. <br /> IDh. <br />?< lll1. <br /><: IDh. <br /> 2b. <br />4. ~ <br />(" .1.lll1. <br /> l21b. <br /> <br />Article 3 <br /> <br />To call special meetings of the stockholders. <br /> <br />To make all rules and regulations for the guidance of the officers and the management of the affairs of the <br />Corporation. <br /> <br />To levy assessments on the paid up capital stock of the Corporation. and collect the Same in the manner <br />provided by law. <br /> <br />Express power and authority are hereby conferred upon the Board, from time to time. to borrow money on <br />the credit and responsibility of the Corporation in such sums 8S they may deem necessary or proper from the <br />purpose and interest of the Corporation. in such form and for such time as they may deem proper, and pledge <br />or mortgage all the franchises and property of the Corporation, both rea' and personal, to secure the <br />repayment of such loans: provided no such loans may be made in excess of the sum of $10,000.00 without <br />vote of the stockholders. <br /> <br />They shall cause to be kept a complete record of all their meetings, and acts, also the proceedings of all <br />stockholders' meetings. <br /> <br />To supervise the acts of all officers and all employees of the Corporation. <br /> <br />They shall cause to be issued to those lawfully entjtjed thereto under the Articles of Incorporation. certificates <br />for paid up shares of stock. which shall never exceed in the aggregate the capital stock of the Corporation. <br /> <br />To act and pass upon all bills and accounts against the Corporation. All bills shall be passed upon at the <br />meetings of the board. and no bills will be allowed except at a Board meeting. <br /> <br />To fill all vacancies in their own Board and elect all its officers, and appoint its superintendent. ditch riders. <br />and all other clerks, servanCs, and employees of the Corporation. <br /> <br />To do and perform every act necessary to be done to fully manage the affairs of the Corporation. <br /> <br />To begin and defend such actions in law or in equity as they may deem necessary to protect the interests <br />of the Corporation and to carry into effect its objects and purposes. <br /> <br />And to make such prudential by-laws as they shall deem proper for the management of the affairs of the <br />Corporation. <br /> <br />Officer!'l and Emolovee9 <br /> <br />Sechon , The elective officers shall be a President, ViCl! President. Secretary and Trl!8surer, and the appointive <br />officers shall be a superintendenc and ditch riders, and such other clerks. servants or employees as the Soard may designate. <br />The President and Vice President shall be elected from the directoNl and shall hold offices for one year and until their successors <br />are elected and qualified. A Secretary and Treasurer, and all appointive officers, clerks and employees shaU hold office during <br />the pleasure of the Board. All vacancies in any elective or appointiva officas shall be filled by a majority vote of tha directo~. <br />The Board of Directors may require bonds from any of tha officers or employees of the Corporation other than the President and <br />Vice President. . <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />Sf'II~tinn , It shall be the duty of the President to preside at all meetings of the stockholders and directors; to <br />sign all checks and all certificaces of stock. drafts. contracts and instrument!'l, and to cause the Corporate Seal to be anached <br />thereto whenever required. He may tram time to time call special meecings of the board whenever he deems it proper: and shall <br />do so whenever any two members of the Board shall request him in writing_ He shall at all times exercise a ganeral supervision <br />and direction over the affairs of the Corporation. and shall be its chief executiva officer and in general charge of the affairs of <br />the Corporation when the board is not"in session. <br /> <br />Sect10n 3. In aU cases when the duties of subordinate officers. agents, servants, clerks and employees of the <br />Corporation are not specifically prescribed by the by-laws or rasolutions of the Board, such officers, employees. and agem3 shall <br />obey the order and instructions of the President and the President may suspend or remove any clerk or other servant of th~ <br />Corporation. and fill the vacancy with the next meeting of the Soard. <br /> <br />, ... <br />S..,ctlon 4 The oowors and duties of the President shall be exercised by the Vies President in ease of death. <br />absence or inability of the President and in ease 01 death. abssnce or insbility of the Vice President, the duties and powers oi <br />President shall devolve upon one of the directors chosen by the remaining members of the Soard. <br /> <br />S!!ction 5 The Secretary shalllc.eeo a record at th6 proceedings of the Board of Directors. shall act as recording <br />Secretary at all meetings of the stockholders. shall keeo in his charge in the offics of the Corporation all books. papers. <br />correspondence. and the seal of the Corporation. which shall be open at ail times to the inspection of any of the dir6ctors; shull <br /> <br />2 <br />