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. SAN PEDRO, LOS AN G ELES AND SA LT LAKE RAILROAD COMPANY V . H. J L n o r o f t , F i r s t V i c e - P r e s i d e n t O F F IC E O F F I R S T V I C E - P R E S I D E N T Salt Lake City, May 29th, 1905. By-Laws o f Las Vegas Land & Water Co: Mr. T. E. Gibbon, ..PERSONAL.. General Counsel, S .P .L.A .& .S .L.R .R ., Los Angeles, C aliforn ia. My dear S i r : - I duly received your communication o f the 15th instant, enclosing a copy o f the by-laws of the Las Vegas Land & Water Company, but have been 30 busily occupied with other a ffa ir s that I have not had time to go over, or carefu lly scrutinize these by­laws, u n til to-day, and upon doing so, the following occurs to me, which it seems should be incorporated into the By-Laws by way of amendment: I would recommend the amendment o f Section 5 o f A rticle 4 with reference to the powers and duties o f the Secretary, by strik in g out the f i r s t sentence o f that section, which invests the S ecretary with power to take the general charge and oversight o f the business o f the corporation under the direction of the Board o f Directors and President, etc. It seems to me that this is an unusual power to vest in a Secretary, and beyond that, it occurs to me that it would cause a co n flic t o f authority as be­tween the Secretary and the Executive Committee. The Committee by Section 1 o f A rtic le 3 is invested with a l l the powers o f the Board to manage and direct a l l the business and a ffa ir s of the company when the Board is not in session, and in a l l cases in which sp ecific directions sh a ll not have been given by the Board.