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6 . The present by-laws provide fo r amendments by a two-thirds vote o f the stockholders at a meeting or by written consent signed by theholders of at le a st two-thirds o f the issued and outstanding stock. This provision does not conform to the provision of the a rtic le s of incorporation o f the company which provide that the by-laws "may be adopted, changed and amended by the vote, or written consent, o f the holders o f a m ajority of the stock o f the Corporation". My opinion is that the by-law provision should square with the provision o f the a rtic le s o f in­corporation, and to accomplish this purpose I have made the necessary revision which appears as Section 2 o f A rtic le VI. I t w ill be noted that quite a number o f the provisions contained in the Union P a c ific by-laws are omitted from the revised d raft. This omission resu lts from the fact that certain of the provisions were not at a l l pertinent to the land and Water Company, and other provisions while important in the by-laws regulat ing a company such as the Union P a c ific would have no important place in the by-laws regulating the a ffa ir s of a company the size of the Land and Water Company. I assume that Mr. Halsted w ill be asked to consider these by-laws, both from a practical stand­point and from the standpoint of the law prevailing in the state in which the company was incorporated. (SICKED) J. A. EENKEWITZ.