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upr000196 117

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upr000196-117
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    Omaha, U ebr., October 23, 1922 Mr. 1. E. Calvin: Referring to your ILetter of October 18th and previous correspondence with reference to the revision of the by-laws o f the Las Vegas Land and Water Company; I have drafted a complete revision of these by-laws, conforming to the Union P a c ific Railroad Company by-laws as closely as in my judgment I appropriately could, considering the essential differences in the characters and natures o f the two companies. The form of the by-laws varies considerably from the o rigin a l by-laws of the Land and Water Company, but there are not many changes in the substance. Four copies of the revised draft are attached. I desire to c a ll your especial attention to the follow ing points: 1. Section 4 of A rtic le I o f the revised by-laws provides fo r ten days’ notice to the stockholders o f a l l meetings. The present by-laws c a ll fo r ten days* notice o f annual meetings and fiv e days’ notice of special meetings. In the Union P a c ific by­laws the length o f notice is the same, namely, twenty-one days* I t seemed to me that the notice fo r special meetings should, i f anything, be longer than the notice fo r annual meetings as the time fo r annual meetings is set forth in the by-laws and this o f i t s e l f is notice. Ten days do not seem to be too long a time fo r the giving o f notice fo r either annual or special meetings. 2. Section 2 of A rtic le I I o f the revised by-laws provides that notice of special meetings of the directors sh all be given at le a st fiv e days p rio r thereto. This i s the same length o f time prescribed by the o rig in a l by-laws, but I question whether, as a matter o f fact, i t is su ffic ie n t time to enable a l l the directors to assemble. The question should be considered. 3. Section 4 of A rtic le I I o f the revised by-laws pro­vides that the Chairman of the Executive Committee sh a ll preside at a l l meetings of the Board of Directors at which he sh all be present. The o rig in a l by-laws provide that the President should preside. The revised d raft conforms to the Union P a c ific by-law regulation.. A corresponding change was necessary in Section 2 o f A rtic le I I to provide that special meetings of the Board o f Directors sh all be held whenever called upon order o f the Chairman o f the Executive Committee instead o f the President as was provided in the o rigin al by-laws. 4. I desire to c a ll your especial attention to A rtic le I I I o f the revised by-laws which deals with the Executive Committee. Kiis a r tic le of the revised draft d iffe r s p a rticu larly on two points from the o rigin a l d raft. In the o rigin al d raft an Executive