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<br />Page -2- <br />ARTICLE IV - DIRECTORS <br /> <br />Section 1: Number and election <br /> <br />The affairs and management of the company shall be under the control of a <br />board of six directors who shall be elected at the annual meeting of the <br />stockholders of the Company and they shall serve for a term of 3 years or <br />until their successors shall be duly chosen and shall qualify, and no person <br />shall be qualified as a director who is not a stockholder of the Company. <br />Officers of corporationo holding stock in the Company shall be eligible to <br />serve as a director, but only one director may come from anyone corporation. <br />The terms of office shall be alternated so that two Directors are elected <br />each year. <br /> <br />Section 2: Vacancies <br /> <br />When any vacancy shall occur among the directors by death, 'resignation, or <br />otherwise, it shall be filled by a vote of the remaining directors, or if <br />only three or less remain, then a special meeting of the stockholders shall <br />be called to fill such vacancies. <br /> <br />Section 3: Meetings <br /> <br />The regular meeting of the Board of Directors for the election of officers <br />and for the transaction of any business of the Company shall be held each <br />year immediately following the annual meeting of the stockholders. Special <br />meetings of the Board of Directors may be called at any time by the President <br />Jr by a majority of the members of the board. Notice of the time, and place <br />of special meetings shall be given to each director orally or in 'writing not <br />less than twenty-four hours previous to the time fixed for the meeting. If <br />four members of the Board of Directors are present at the meeting or waive <br />notice of the meeting. <br /> <br />Section 4: Quorum <br /> <br />Four members of the Board of Directors shall constitute a quorum and a <br />majority of those in attendance shall govern. <br /> <br />ARTICLE V - OFFICERS <br /> <br />Section 1: Officers <br /> <br />The officers of the company shall be a president, vice president, and secre- <br />tary, who shall be elected by the Board of Directors. The secretary need not <br />be a stockholder of the company. At any meeting the Board of Directors may <br />elect one or more additional officers as it may deem necessary. Directors <br />and officers may be either male or female. <br /> <br />Section 2: President <br /> <br />The President shall preside at all meetings of both stockholders and direc- <br />tors and shall sign, with the Secretary, all certificates of stock, deben- <br />ures, bonds, deeds and other instruments in writing made or entered into by <br />or on behalf of the Company. As President of the Board of Directors he shall <br />have no vote, only in case of a tie, at which time he may cast his vote, <br />which shall decide the question. <br />