Bisbee daily review., 1917-05-20

at any lllle De increased beyond Una
 number. the directors shall be clas sifed with respect to the time fol 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 director: , of the first class shall he elected fol
 term of one year; che directors o the second class for a tenn of two , years; and the directors of the third class for a term of three years; and
 at each annual electicn the succes 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 ol office of one class Of directors shall expire in each year.
 In case of any incease in the mum Der of directors. the additional di' rectors shall be selected by the direct ors 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 affirma. tive vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be va cant, and until the election of a sue cessor.
 The names and postoffice addresses of the directors for the first year shall be as follows:
 | I d. way, Manhattan, New York City.
 J. Herbert Case. 166 Montague St., Manhattan, New York City.
 William c. Breed. 92 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 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.
 (bO Subject to 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- nuired 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 to time. be designated by them.
 (c) 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 ldW.
 (d) To appoint such other stand ing committees as they nfay 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-presidents. one or more assistant treasurers and enc 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 he created or be valid or effective unless the same shall have been previously aufhor- 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 to 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 ather 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 corporation, and any director indiv- ually may be a party to or may be interested in any contract or transac- tion 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 Company is a party to or interested in such contract or transaction, or in any way connected with such per son or persons. firm or association, ! I Il. s..e s,, uVaxr Nnn