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February 16th, 1923. Mr. E.E. G alvin, V ic e -P r e s id e n t, Union P a c ific System, Omaha, Nebraska. Dear S ir : I have your l e t t e r o f February 9th , sub­m ittin g proposed r e v is io n o f bylaws o f the Las Ve­gas Land and Water Company, and l e t t e r o f General Counsel Clark r e la t iv e th e r e to . R e fe r rin g to the sug­gestion s contained in the l a t t e r : ARTICLE I , SECTION 5 - Mr* Clark s ta te s th at the Nevada sta tu tes do not f i x a time fo r the c lo s in g o f tr a n s fe r books. While the su bject is not fr e e from doubt on account o f the apparent c o n flic t between S ection 17 and S ection 58 o f the lo rp o ra tio n Laws o f Nevada, in view o f the language contained in the form er, readin g, “ But no share o f the stock s h a ll be voted on a t any e le c tio n which has been tran s­fe r r e d ou^ the books o f the corp oration w ith in twenty days W m t preceding such e le c tio n * ', I think I t would be w&s© to f i x a time in the bylaws in ac­cordance w ith th is p ro v is io n . The remainder o f th is s e ctio n may w e ll be om itted, as suggested by Mr* C lark, as the law takes car© o f the m atter o f cumula­t i v e v o tin g . ARTICLE I I , SECTION 2 - 1 presume th is a r t i c l e was w r itte n in order to conform w ith the -sug­g estio n s made by Mr.McNameo in h is l e t t e r , copy o f which was sent you, su ggesting th at as the e le c t io n o f D ire c to rs is fix e d by the a r t ic le s as the second Monday in November, i t would be w e ll to provide th at the D ir e c to r s ’ m eeting should be held on” the f i r s t Tuesday a f t e r the second Monday, so as to permit o f prompt o rg a n isa tio n o f the Board a ft e r e le c t io n . I think the oth er changes suggested by Mr. Clark are proper and d e s ir a b le . A S M . Very tr u ly yours,