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2 and such p< raoni shall bold office until the first meeting of the stockholders thereafter. ARTICLE IV. POWER OK DIRECTORS Tin Director) hall ha\ c power: Ist To (all special meetings of the stockholders when they deem it necessary. And they shall call a meeting at any time, upon the written request of stockholder* holding one third of all the capital stock. 2nd. To appoint and remove, at pleasure, all Officers, agents and employees of the Corporation, prescribe their duties, tix their compensation, and require <>f them security for faithful service. 3d. To conduct, manage and control the affairs and business of the Corporation, and t(, make rules and regulations, not in- mi ■|lt< nt with the laws of the State of Call foinia. or the Is.vl.aws of the Corporation, for the guidance of the Officers and man agemenl ot the affairs of the Corporation. Ml, To incur Indebtedness. The terms aii. l amount of such Indebtedness shall be enter* <1 on the minutes of the Hoard, and the note or obligation given lor the same, signed officially by the president ami secretary, shall be bindfng on the Corporation. ARTICLE V. DUTIES ok DTRJDCTORS it shall !"■ the duty <if the Directors: Ist To canst- to ■he kepi a complete record of all their minutes and acts, and of tho proceeding* of' the stockholders, and present, a full , Htatoment at. the regular •mniiiil hfoetihg of the stockholders, showing in detail the assets and liabilities of the Corporation., and generally the condition of It:, affnirß. v A ; similar statement shall be presented ht' ; ali> other meeting Of tho stockholders, when thereto required by per sons holding at least one-half of the capital stocK of (he Corporation. *. I'd. To supervise all oitlcers. agents and emi)loyces, and see that their duties^ are properly performed. To cause to be issued to the stockholders, in proportion to their several interests, certificates of stock, not to, exceed in the aggregate one million dol- Ijirs. ARTICLE VI. OFFICERS. The officers shall be a president. \ ice president, secretary and treasurer, which Officers shall be elected by and hold ofliee a 1a 1 the pleasure of the Hoard of Directors. The compensation and tenure of office of till the officers of Hie Corporation (other than Directors) Shall be fixed and deter mined by the Hoard of Directors. ARTICLE VII PRESIDENT The Board of Directors shall, at their Hist regular meeting, elect one of their number to act as president ; ami- if. at any time, the president shall lie unable to act, the v i.c president shall take his place and perform his duties; ami if the vice pies Ideiit, from any cause, shall be unable to act. they shall appoint some other member of the Hoard to do so, in whom shall ho Vested for the time being, all the duties and inn. lions of his office. The president. ,w in his absence, the Director appointed as above provided ! Ist Shall preside over all meetings of th. stockholders and Directors, and shall ha v . the casting vole. I'd. He shall sign, as president, all cer tificates of stock, and all contracts and other instruments of writing which have been first approved by the Hoard of Directors and shall draw checks upon the ( i > i-.ur.T. 3d. He shall .all the Directors together whenever he deems it necessary, and shall have. BUbject I" the advice of the Directors, direction of the affairs of the Corporation, ami generally shall discharge such other duties as may be required of him by the Hv i.aws of the Corporation. The president, or two of tin- Directors, n i\ .all special meetings of the Dircitors al any tune, and notice shall be given of su.h called meetings by leaving a written oi printed notice at the last known place of bUSineBS or of residence of ea.ll Director. Such service of notice shall be entered on the minutes of the Corporation: and the said minutes, upon being read and approved at a BUbßequenl meeting of the Hoard, shall be conclusive upon t ho question of service. ARTICLE VIII. SECRETARY. The Hoard of Directors shall elect a sec retarj Ist. it shall be the duty of the secretary to keep a record of the proceedings of the Hoard of Directors and of the stockholders. Sd. He shall keep the corporate seal of the Corporation and the book of blank cer tificates of stock, till up and countersign all certificates issued, and make the corres ponding entries in the margin of such book on such issuance: and he shall affix said corporate seal to all papers requiring a seal IMPERIAL PRESS Id. He shall k< ■p a proper transfer book, and a stock ledger in debit and credit form. showing the Dumber of shares issued to and transferred by any stockholder, and the dates of such issuance and transfer. 4th. He shall keep proper account books, countersign all < hecks drawn upon the treasurer, and discharge such other duties as pertain to his office and as are prescribed by the Board of Directors 6th. The secretarj shall serve all notices required either by law or the Hy Laws of the company; and in case of his absence, inability, refusal, or neglect so to do. then such notices may be served by my person thereunto directed by the pres i' 1 'lit or vice president of the company. ARTICLE IX. TREASURER The treasurer shall receive and keep all the funds of the Corporation and pay them cut only on the check of the president, countersigned by the secretary. ARTICLE X. SUPERINTENDED, i The Hoard of Directors shall elect a Su perintendent who shall hold his office at the pleasure of the Board, who shall at all t i m; she subject to removal by the Hoard, who shall perform BUCD duties as shall from time to time be prescribed by the Hoard, ami who shall have Immediate charge of the entire canal system. He shall appoint such zan.jeros and assistants as may be necessary in distributing (he water and employ such help as may be necessary to keep the canal system in good repair. All appointments shall be made, all help shall be employed and all work shall be done under such rules and regulations as shall he adopted from time to time by the Board of Directors. The methods for distributing the water and collecting rates for the same shall also be fixed by the Hoard of Direct ors. ARTICLE XI. BOOKS AND PAPERS. The books, and such papers as may be placed on file by vote of the stockholders or Directors shall, at all times in business hours, be subject to the inspection of the Hoard of Directors, and of any stockholder. ARTICLE XII. CERTIFICATES OK STOCK Certificates <>f stock shall be of such form and device as the Hoard of Directors may direct: and each certificate shall be signed by the president and countersigned by the secretary, and express on its face its num ber, date of issuance, the number of shares for which, and the person to whom it is issued. The certificate book shall contain a mar gin, on which shall be entered the number, date, number of Shares, and name of the person expressed in the corresponding cer tificate ARTICLE XIII. TRANSFER OF STOCK Shares of the Corporation may be trans ferred at any time by the holders thereof, or by attorney legally constituted, or by their legal representatives, by indorsement on the certificate of stock. But no transfer shall be valid until the surrender of the certificate and the acknowledgement of such transfer on the books of the company. No surrendered certificate 1 shall be can celed by the secretary before a new one is issued in lieu thereof, and the secretary shall preserve the certificate so canceled as a voucher. If, however, a certificate shall be lost or destroyed, the Board of Directors may order a new certificate issued upon such guarantees by the parties claiming the same as they may deem satisfactory. ARTICLE XIV. MEETINGS, The annual meeting of the stockholders may be held in l.os Angeles. California, on the second Tuesday in January in each year and shall be called by a notice printed in oik- or more newspapers, published in the COUnty of l.os Angeles, as tin- Directors maj elect, for at least ten days last preced ing the day of meeting, or by a notice in writing by the president, delivered to each stockholder personally. No meeting of stockholders shall be com petent to transact business, unless a majority of stock is represented, except to adjourn from day to day. or until such time 1 as may be deemed proper. At each annual meeting of the stock holders. Directors for the ensuing year shall be elected by ballot, to serve for one year, and until their successors are elected. If. however, for want of a quorum, or other cause, a stockholders" meeting shall not be held on the day above named, or should the stockholders fail to complete their elections, or other such business as may be presented for their consideration, those present may adjourn from day to day. until the same shall be accomplished. ARTICLE XV. VOTING At all corporate meetings, each stock holder, either in person or by proxy, shall b. entitled to as many votes as he owns shares of stock. Such proxy shall be in writing, and filed with the secretary. ARTICLE XVI. AMENDMENTS The By-Laws may be altered or amended at any meeting of the stockholders by a majority of the stock represented at such meeting, or by a two-thirds vote of the whole number of the Hoard of Directors, to be ratified by the first meeting of the stock holders thereafter. ARTICLE XVII. SEAL. The company shall have a common seal, consisting of a circle having on its circum ference the words Imperial Water Com pany, No. 1, Incorporated March 20. 1900. Know all Men by these Presents: That we the undersigned, being the hold ers and owners of all the subscribed capital stock of the Imperial Water Company No. 1, viz: one Share each for each one of the stockholders who are subscribers hereto. hereby assent to the foregoing Hy-Laws. and adopt the same as the Hy-I.aws of the said Corporation. In Witness Whereof. W<! have hfieuilto subscribed our names, this second day ©f. April. A. I), nineteen hundred. .k. M CHAFPEY, N. W. STOWEf.I.. D. K. EDWARDS, A. J. CONDEE, .T. W. SWAN WICK. Stockholders. Know all Men by these Presents: That we. the undersigned. Directors and Secretary of the Corporation, known as and called the Imperial Water Company No. 1, do hereby certify that the above and fore going By-Laws were duly adopted as the By-Laws of said Corporation, on the 7th day of April. A. D. nineteen hundred; and that the same do now constitute the By- Laws of said Corporation. A. M. CHAFFEY, N. W. STOWKI.L. D. K. EDWARDS, A. .1. CONDEE, .1. W. SWAN WICK. Directors Contracts to Which Imperial Water Company No. 1 is a Party On th.- fith day of April. l!M)!i. a contract was entered into between La Sociedad de Yrrigat ion y Terrenos de la Baja Califor nia (Sociedad Anonlma) and Imperial Water Company No. 1 for a permanent water supply from the Imperial Canal Sys tem, the Mexican Corporation above named being the company owning that portion of the Imperial Canal System 1 cated in Lower California. i)ii the 28th day of December, 1900, a coin tact was made between the California Development Company ami La Sociedad de Yrrigacion y Terrenoa de la Baja Califor nia (Sociedad Anonlma) by the terms of which the lirst named corporation agreed to furnish water to the .Mexican corpora tion for use on lands in Lower California and also to supply water to the Mutual Water Companies for use in the State of California. On the 24th day of July. 1901, a contract was entered into between I. a Sociedad de Vmgacion y Terrenos de la Baja Califor nia (Sociedad Anonima) first party. Impe rial Water Company No. l second party, and The California Development Company, third party. The first two contracts above named are attached to this last named contract as "Exhibit A" and "Exhibit B," and made a part uf this contract. Following is a copy of the last named contract with Exhibits "A" and "B" at tached thereto. THIS AGREEMENT. Made and entered into this 24th day of July, 1901, at the city of l.os \nueles. California, by and between La Sociedad de Yrrigacion y Terrenos de la Baja California (Sociedad Anomina), a corporation, organized and existing under the laws of the Republic of Mexico, party of the first part, and Imperial Water Com pany Number 1, a corporation, organized and existing under the laws of the State of California, party of the second part, and The California Development Company, a corporation, organised and existing under the laws of the State of New Jersey, and having the principal place of business of its