New-York tribune., 1901-02-26
THE NUMBER OF DIRECTORS.

vi The ,numher. Of directors Of the company
me number II Fixed NJ more than three. shall ba
The directors shah he classified With respect
70 the time for which they shall severally hold
s Or Of % the Mhos nnmber each Of 1e
Board Of Directors. The directors the first class
shnII % elected Tor term of one year the direC-
tor" of the second class FOR term ~ two years
5 M we .IF'aors "' the third class for term Of
cessors to the class of directors whose terms shall
expire In that year shall he elected TO hold office
oice OF one class Of directors shall expire In each
,uI The - number Of directors may be increased as
Increase ~ the number ~ the directors the adfi-
,s u2n4 directors shall be elected as may be pro-
stockholders at an annual special meeting: and
@ne-third of their number shall be elected for the
of the FIRST class. onc-thtrd OF their number for
OF the second class and onS-third OF their nEmrs
Tor the uneXprcd portion OF the term OF the IL
rrctors OF me third class; so that each class Of
directors shall hc increased equally.
In case of any vacancy In any class OF directors
through death resignation. disqualification other
ca cause the Iemaining directors. 1y affirmative vote
successor to hold once the unexpired portion
OF the term OF The director whose place shall be
The Board OF Directors shan have power TO hold
their meetings outside Of the State OF New,Iers,y
AT such places as from time 10 time may be desig-
mated by The bylaws ny resolution OF the boa rd
Inc bylaws may prescribe the number of directors
necessary TO constitute quorum of the Board Of
Directors which number may be less than ma
jority of the whole number of directors
Unless authorized by votes given in person or
by proxy by stockholders holding n IaaS tuyD-
thirds o the capital stock of the corporation, which
Is represented and voted upon In person or by
proxy at meeting specially called for that purpose
OF az IN ahhuhI meeting. the BOARD OF Directors
shall not mortgage pledge any of its real prop
other CORPORATION; but this prohibition shall not
Sase monev TO Ppy 10 the m eXScut2m Of any Pgr
Any officer elected appointed by the Board
Of Directors may be removed at any time by the
affirmative vote Of majority of the whole Board OF
Directors Any other officer employe of the
company may be removed at any time by vote OF
@ the @ Board s OF directors or by any committee or
may be conferred by the bylaws or by vote of the
The Board of Directors, by the affirmative vote of
a majority OF the whole board. may appoint from
majority shall constitute a quorum. and TO such
extent as shall be provided in the bylaws such
Of the powers of h the Board Of Directors including
afiXed to all papers that may require 1t.
POWER OF DIRECTORS.
The Board of Directors. by the affirmative vote
of a majority of the whole board may appoint any
other standing committees. and such standing COM
mittees shall have and may exercise such powers
shall be conferred authorized by the bylaws
The Board of Directors may appoint not only
vice presidents one or more assistant treasurers
and one or more assistant secretaries; and to the
pointed Respectively, shall have and may exercise
and of the secretary. respectively.
The Board of Directors shall have power TO fix
and 10 determine and to vary the amount OF the
working capital of the company and to direct
and determine the and disposition of any sur
plus or net profits and above the capital stock
paid In and In its discretion the Board of Directors
/ may use and apply any such surplus or accumu-
lated profits in purchasing acquiring its bonds
or other obligations, shares OF its own ca pta
stock to such extent and in such manner and upon
srch terms as the Board of Directors shall deem
expedient; but shares of such capital pur-
chased acquired may be resold unless such
shares shall have been retired for the purpose of
decreasing the company's capital stock as pro
Vided by law. -
The Board OF Directors from time to time shall
determine whether. and what extent and al
what times and places. and under what Conditions
and regulations, the accounts and hooks ~ the
corporation, or any of them. shall be open TO the
inspection of the stockholders and no stockhoIder
shall have right to inspect any account ar book
document OF the corporation except as Conferred
by statute or authorized by Board OF Drecfors
| or by a resolution of the Stockholders 9
Subject always to bylaws made by the stockbola
ers. the Board OF Directors may make bylaws and
from time to time, may alter. amend or reneaI an
! bylaws but any bylaws made by the Boa. n or nj
rectors may be altered repealed by the stocIt
holders at any annual meeting. or ar any snac,aI
meeting. provided notice of such proposed aItera-
ton or repeal be included in the notice of the
meeting - ''O