Skip to main content

Search the Special Collections and Archives Portal

upr000196 135

Image

File
Download upr000196-135.tif (image/tiff; 26.85 MB)

Information

Digital ID

upr000196-135
    Details

    Rights

    This material is made available to facilitate private study, scholarship, or research. It may be protected by copyright, trademark, privacy, publicity rights, or other interests not owned by UNLV. Users are responsible for determining whether permissions are necessary from rights owners for any intended use and for obtaining all required permissions. Acknowledgement of the UNLV University Libraries is requested. For more information, please see the UNLV Special Collections policies on reproduction and use (https://www.library.unlv.edu/speccol/research_and_services/reproductions) or contact us at special.collections@unlv.edu.

    Digital Provenance

    Digitized materials: physical originals can be viewed in Special Collections and Archives reading room

    Publisher

    University of Nevada, Las Vegas. Libraries

    3 is objectionable. But i f such broad power is to be conferred on the vice-president I think it should appear in Section 1 of the same a r t ic le that ordinarly only a single vice-president is contemplated, which can be done by changing the la t t e r part of the f i r s t sentence of Section 1 to read "and sh a ll also elect a vice-presiden t, a secretary, a treasurer, an auditor and such other o ffic e rs as the Board of Directors sh all determine". A rtic le IV.Section 4: The provision as to a ffix in g the corporate s e a l,to square with the change above suggested concerning the President’ s power to sign instruments, ought to read "s h a ll attest and a f f ix the seal of the company to a l l such instruments of contract and conveyance as sh all have been approved by the Board of D irecto rs". A rtic le V. Section 1: The provision fo r issuing part-paid stock c e rtific a te s is an inheritance from the old by-laws which I think ought to be discarded. I would suggest in it s place the follow ing: "C e rtific a te s representing stock of the company sh all be signed by the president or by a vice-president and also by the secretary or an assistant secretary. Unless authorized by the Board of Directors no new c e rtific a te s sh all be issued except upon surrender and cancellation of an old c e rtific a te fo r a 'li k e number of shares." A rtic le V I. Section 3: The Nevada statutes provide that the amendment of the by-laws is vested in the stockholders unless the a r tic le s of incorporation or two-thirds of the stock by written consent or by resolution at a meeting confer the power on the Board and that two-thirds of the stock may amend by written consent without a meeting. The a rtic le s of this company provide that amendment may be effected by vote or written consent of a majority of the stock. Section 3 of A rtic le VI of your revision conforms to this provision of the a r t ic le s . I think i t is a l l right notwithstanding the statutory provision just mentioned. In this connection it is of interest to note that the old by-laws which you are revising called fo r a two-thirds vote or consent of the stockholders which was in co n flic t with the provision of the a r t ic le s . Your le tt e r of transm ittal reoommends the revised by-laws fo r adoption by the Board of D irectors. The adoption w ill have to be by the stockholders either at a meeting or by written consent, as the power to amend the by-laws has not been vested in the board of this company. Yours very tru ly , (SIGNED) HENRY W. CLARK.