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<br />2. When stock ownership is held jointly, only
<br />one of the joint members may be elected a director.
<br />3. If a director shall cease to be eligible to become
<br />or remain a director by reason of any of the provisions
<br />herein, such director may be removed by the vote of the
<br />majority of the Board of Directors and the vacancy thus
<br />created, filled as hereinafter provided. Nothing contained
<br />in this Article III shall, or shall be construed to, affect in
<br />any manner whatsoever the validity of any action taken
<br />at any meeting of the Board of Directors,
<br />
<br />4, REGULAR MEETINGS,
<br />A regular meeting of the directors" shall be held
<br />without other notice than this bylaw immediately after,
<br />and at the same place as, the annual meeting of
<br />stockholders, The directors may provide, by resolution,
<br />the time and place for the holding of additional regular
<br />meetings without other notice than such resolution.
<br />
<br />5, SPECIAL MEETINGS,
<br />Special meetings of the directors may be called by
<br />or at the request of the President or any two directors.
<br />The person or persOns authorized to cal! special meetings
<br />of the directors may fix the place for holding any special
<br />meeting of the directOrs called by them,
<br />j;, NOTICE.
<br />Notice of any special meeting shall be given at
<br />least S days previously thereto by written notice
<br />delivered personally, or by telegram or mailed to each
<br />director at his business address, If mailed, such notice
<br />shall be deemed to be delivered when deposited in the
<br />United States mail so addressed, with postage thereon
<br />prepaid. If notke be given by telegram, such notice shall
<br />be deemed to be delivered when the telegram is delivered
<br />to the telegraph company: The attendance of a director at
<br />a meeting shall constitute a waiver o( notice of such
<br />meeting, except where a director attends a meeting lOr the
<br />express purpose of objecting to the transaction of any
<br />business because the meeting is . oct lawfully called or
<br />convened, .
<br />
<br />7. QUORUM,
<br />At any meeting of the directors the majority shall
<br />constitute a quorum for the transaction of business, but if
<br />less than said number is present at a meeting, a majority
<br />of the directors present may adjourn the meeting from
<br />time to time without further notice. The associate director
<br />shall not be counted in determining a quorum,
<br />
<br />8, MANNER OF ACTING,
<br />The act of the majority of the directors present at
<br />a meeting at which a quorum is present shall be the act of
<br />the directors. "
<br />
<br />9, INFORMAL ACTION BY DIRECTORS,
<br />Any action required 0,.. permitted. to be taken by
<br />the Board of Directors or by'a' committee thereof at a
<br />meeting may be taken without a meetin'g if a consent in
<br />writing, setting forth the action so taken';' shall be signed
<br />by all of the directors o'r all of the committee members
<br />entitled to vot~ with respect to the subject matter thereof.
<br />
<br />10, PARTICIPATION BY ELECTRONIC MEANS.
<br />. Any members of the Board of Directors or any
<br />committee designated by 5Uch Board may participate in a
<br />meeting of the Board of Directors or committee by mean~
<br />of telephone conference or similar communications
<br />equipment by which all persons participating in the
<br />meeting can hear each other at the same time. Such
<br />participation shall constitute presence in person at the
<br />meeting. .
<br />
<br />11, NEWLY CREATED' DIRECTORSHIPS AND
<br />VACANCIES,
<br />Newly created directorships resulting from an
<br />increase in the number of directors, and vacancies
<br />occurring in the Board for any reason except the remoyal
<br />of directors without cause may be filled by a vote of .
<br />majority of the directors then in oIfice. although I... lhan
<br />a quorum' exists. Vacancies occurring by reason of the
<br />removal of directors without cause shall be filled by lIOC:e
<br />of the stockholders. A director elected to fill a vacancy
<br />caused by resignation, death or removal shall be elected
<br />to hold office for the unexpired term of his predecessor.
<br />
<br />12, REMOVAL Of DIRECTORS.
<br />Any or .U of the difectors may be removed, for
<br />ca.... by vote of the Ilockholden or by action of the
<br />Board. Directcws flWIIy be r-emowd without c-..te only by
<br />vote of the ..ockholden, .
<br />13. RESIGNATION,
<br />A director may resign at any time br.gtYing written"
<br />notice to the Boatd, the President Of lhe Socr-r of the ,
<br />_atlon, Unless oche<wioe rpeclfoed in the notice, the, '
<br />resignation ihall take elfectupon receipt thefeol by the
<br />Board or such officer, and the accepcance of the
<br />resignation lhall not be neceaaty 10 make ~ effective,
<br />14. COMPENSATION
<br />No compens.ation shall be ,paid to directors, as
<br />such, for their services, but by re50lution of the. Board a
<br />fixed Sum and expenses for actual attendance at 5ch'
<br />regular or special meeting of the Board may be
<br />authorized. Such amount may be designated as a '"'per
<br />diem'"' in lieu of itemization of expenses. The
<br />..ockholders. or if not ... by the ..ockholden, the Boatd
<br />shall set the '"'per diem"". Nothing herein contained shall
<br />be construed to preclude any director from lef'Ving the
<br />corporation in any other capacity and receiving
<br />compensation therefor.
<br />
<br />15. PRESUMPTION OF ASSENT,
<br />^ director of the corporation who is present ~ a
<br />meeting of the directors at 'Nhictt action on any corporate
<br />matter is taken shall be presumed to have assented, to the
<br />action taken unless his dissent shall be entered in the
<br />minutes of the meeting or unless he Nil me ~J written
<br />dissent to such action with the person actin, as the
<br />Secretary of the meeting before lhe odjoumment 1hereof
<br />or shall forward such dissent by registered mail to the
<br />Secretary of the corporation immediately ,.fter the
<br />adjournment of the meeting. Such right to dissent shall
<br />not apply to a director who voted in (avor of such action.
<br />
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