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Thereupon, Chairman declared th a t 498 shares o f author­i z e d and outstanding shares o f c a p ita l stock o f the corp oration were presen t or represen ted at the m eeting. Minutes o f annual S tock h old ers1 I, meeting held November 8 , 1943, were read and approved. Chairman announced th at the purpose o f th is meeting was to v o te upon the fo llo w in g amendment to A r t ic le I I o f the By-Laws o f th is corp ora tion by adding a new s e c tio n , readin g as f o llo w s • "P ees. S ection 5. Eaeh d ir e c to r s h a ll be paid a fe e o f $10 fo r each meeting o f the Board o f D irecto rs which he s h a ll a tte n d ." Whereupon, a b a llo t was taken, and a ft e r computing the votes c a s t, In sp ector rep orted that 498 shares o f stock, being a l l o f the stock present or represen ted by proxy, had been cast fo r the adoption o f said amendment. Chairman then declared th at said amendment had been duly and r e g u la r ly adopted. There being no fu rth e r business to be tran sacted, on motion duly seconded, the meeting adjourned. (Signed) Frank Strong Chairman A tte s t j (Signed) W, H, Johnson_______ S ecretary I , W. H. Johnson, S ecretary o f Las Vegas Land and Water Company, do hereby c e r t i f y that the fo re g o in g is a f u l l , true and c o rre c t «opy o f minutes o f s p e c ia l meeting o f the Stockholders p f said company, held on Tuesday, July 11, 1944. S ecreta ry , Las Vegas Land and Water Company -2 -