Bisbee daily review., 1917-05-17

case the number Of directors small at any time be increased beyond that number. the directors shall De clas- sifed with respect to the time for which they shall severally hold of- fee by dividing them into three classes. each consisting as nearly as may be, of one-third of the whole number of the board. The directors of the first class shall he elected for a term of one year; -he directors Of the second class for a tenn of two years; end the directors of the third class for a term of three years; and at each annual electicn the success sors to the class of directors whose terms shall expire in that year shall be elected to hold office for the term of three years. SO that the term Of office of one class of directors shall expire in each year.
 Tn case of any inceas7 in the num- Der of directors. the additional di- rectors shall be selected by the direct DTS then in office.
 In case of any vacancy in any class of directors through death, resigna- ton, disqualification or other cause. the remaining directors, by affrma- tive vote of a majority thereof, may elect a successor to hold office for the unexDired portion of the term Of the director whose place shall be va- cant, and until the election of Q sue cessCr.
 The names and postoffce addresses of the directors for the first year shall be as follows:
 Lewis E. Pierson. 92 West Broad way, Manhattan. New York City.
 .. Herbert Case. 166 Montague St. Manhattan, New York City
 William C. Breed, g Liberty St.. Manhattan, New York City.
 George V. Hagerty. 374 Broadway Manhattan, New York City.
 Western w Wager. 4S Wall St. Manhattan. New York City.
 No director of the Company need be a stockholder therein.
 Eighth-The directors shall have power. amongst other things:
 (a) From time to time, to deter mine whether, and to what extent. and at what times and places. and under what conditions and regula- tions. the accounts and books of the Company, or any of them shall be open to the inspection of stock holders; and no stockholder shall have any right to inspect any book or account or document of the Com pany except as conferred by the stat utes of New York, or authorized by the directors.
 (b) Subject 10 the provisions of the aforesaid Business Corporations Law" to hold their meetings either within or without the state of New York. and to have one or more offices, and to keep the books of the Com pany (except such books as are re- quired by law to be kept at it's office) outside the state of New York, and at such place or places. as may. from time 10 time. be designated by them.
 Gel To provide by the bylaws, or otherwise. for the selection. from mong their own number. of an eX- ecutive committee Of such number as they may from time to time desig- nate, and to deligate to such eXecu- tive committee all or any of the powers of the board of directors, pro vided that such delegation of power is not contrary to law.
 (d) To appoint such other stand ing committees as they may deter mine. with such powers as shall be conferred by them or as may be au- thOrized by the bylaws; and
 Gel To appoint other officers of the Company. and also one or more vice-pTesidents, one or more assistant treasurers and one or more assistant secretaries. and to provide that the persons So appointed shall have, and may exercise, all or any of the powers of the president. Of the treasurer and of the secretary, respectively.
 Ninth-No mortgage. lien or incum- brance of any kind upon any part Of' the real or personal property, assets. effects. undertaking or good will of the Company. shall be created or be valid CT effective unless the same shall have been previously aucho!N ized by the consent of the holders of at least three-fourths in interest of each class of outstanding stock of the Company, both preferred and com mon, given in person or by proxy. either in writing, or at an annual meeting. or at a special meeting called for that purpose; but this pro hibition shall not be deemed or con strued 10 apply to, nor shall it oper- ate to prevent the giving of purchase money. mortgages. or other purchase money liens on property to be here after acquired by the Company. nor to the pledging by the Company as security for loans made to it in the regular and current conduct of its business of accounts receivable or other liquid assets or of any stocks, bonds, or other securities owned by it. other than the shares of stock of any subsidiary corporations.
 Tenth-No contract or other trans ! action between the Company and ] any other corporation shall be affect ] ed by the fact that the directors of | this Company are interested in or | are directors or officers of such other | and any director indiv- | ually may be a party to or may be ! in any contract or transac- ! lion of this Company: and no contract . or transaction of this Company with | any person or persons. firm or asso- ! citation. shall be affected by the fact . that any director or directors of this .