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V I ( C O M ) UNION PACIFIC SYSTEM Henry W. Clark General Counsel Vice President 130 Broadway New York February 5, 1933. C. R. Gray, Esq., Omaha, Nebraska. Dear S ir: Your le tt e r of January 39th submitting revision of the Las Vegas Land & Water Company by-laws was referred to me before submitting to the Chairman. Some questions occur to me which I suggest fo r your consideration before I submit the matter to the Chairman. A rtic le I . Section 5: I question the d e s ira b ility of having a provision fo r closing the stock tran sfer book p rio r to the holding of stockholders meetings. The Nevada statutes do not require it and in the case of so small a company there is no p ractical necessity fo r the practice. There is a further question as to the balance of this section providing that each share sh all e n title the holder to one vote, in that the Nevada statutes provide fo r cumulative voting in the case of a l l domestic corporations unless the a rtic le s provide to the contrary. The a rtic le s of this company have no provision on the subject and so leave the statute operative. I t is not therefore permissible by the by-laws to cut down the voting power which the statute extends. My judgment would be to strike out Section 5 en tirely. A rticle I I . Section 3: I note that the regular board meet­ings are to be held on the f i r s t Tuesday a fte r the second Monday of each month and that in the old by-laws this date was the f i r s t Tuesday a fte r the f i r s t Monday. I simply c a ll attention to this le st the change was an inadvertence. In the same section would it not be desirable to reduce the fiv e day notice required fo r Board meetings to, say, 3 days. A rtic le I I . Section 4: I should vote fo r strik in g out as unnecessary the la s t sentence, namely. "At meetings of the board business s h a ll be transacted in such order as the board may determine". A rtic le IV. Section 3: The provision as to the power of the President to sign instruments seems to be obscure. I would suggest strik in g out a l l the words in the f i r s t sentence a fte r "instruments of contract and conveyance" and substitute: "as sh all have been approved by the Board of D irecto rs". A rtic le IV. Section 5: The second sentence of this section giving the vice-president general charge and oversight of the business of the company is an unusual provision with respect to a vice-president but I take it as deemed desirable in this case because of the distance of the President from the company's lo c a lity . I do not see that it