Bisbee daily review., 1917-05-23


 at any time be increased beyond that number. the directors shall be clas- siaed with respect to the time for which they shall seyerally 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; the directors of the second class for tenn of two years: and the directors of the third class for a term of three years; and at each annual election 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.
 In case of any incease in the num- ber 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- tion. disqualification or other cause. the remaining directors. by affrma- tive vote of a majority thereof. may elect 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 eessor.
 The names and postoffice addresses of the directors for the first year shall he as follows:
 Lewis F. Pierson. 92 West Broad way Manhattan. New York City.
 T. Herbert Case. 1e6 Montague St.. Manhattan. New York City.
 William C. Breed. 32 Liberty St.. Nanhattan. New York City. George V. Hagertv. 37A Broadway, Manhattan, New York Sty.
 Western W Wager. 4S Wall St., Manhattan. New York City.
 No director of the Company need be 2 stockholder therein.
 Fighth-The directors shall have mower. amongst other things:
 fa) From time to time to deter mine whether: and to what extent. and at what times end places. and under what conditions and regula- tions. the accounts and books Of the Company. or any of them shah he open to the inspection of stock holders: and no stockholder shall have any right to insnect any hook nr account or document of the Com nanv evceADt as conferred hv the stat uta= of New York. or or-hori7o5 b- 4ra directors.
 fhl Cuhiect tn the rrovisi0rs of the aforesaid "Pusiness Corrorations Law" to hold their meetings either within or without the state of New York. and to have one or moro offices. and to keen the books of the Com rarv. fevcAnt such hnnlrs Ps ara re- ruirad hv law to be lyent at it's ofical outside tho state If New York and at such niece or placas aS nav. from time fc time. ha desigrated nv them
 fc) To provide hv tho hv-laws or mnne their own number of an ex- ecutive committee of such number as thhv mav from time to time desig- note. and to delicate to such execrl- tive committee all or anv of the nowers of the hoard of directors. nro- -ided that sucr de'eg7tion of power is mt contrary to law.
 (d). To anpoint such other stand inc connitteer as they nav deter >nine. with srch movers as shall be corfarra1 hv them nr as nav be au- thori7e1 hv the hv-laws: and
 (el To annoint other officers of the Cornanv and also one or more vica-nresiSants. ono or more assistant treasurers and ono or more assistant encrntaries and to nrovide that the nnrsons so annointed shaU have. and nnav exercise a1l ar any of the nowers of the president. of the treasurer and of the secretary respectivelv.
 Ninth-No mortaage lien or incum- h-ance of anv kind upon any part of tho real or nersnnal pronertv. assets effects. undertaking or good will of the Companv shall he created or be valid or effective unless the same shall have been previously arFhor- i7ed bv the consent of the holders of at least three-fourths in interest of each class of outstanding stock of the Comnany. both preferred and com non. given in person or by proXv. eithAr in writing. or at an annual meating. or at a snecial meeting called for that purpose: but this pro- hibitinn shall not be deemed or con strued to amply to. nor shall it oDer- ate to prevent the giving of purchase money. mortgages. or other purchase money liens on Dropertv to he here after. accuired by the Comuany. nor to the pledeing by the Company as security for loans made to it in the regular and current conduct of it's business of accounts receivable or other liquid assets or of any stocks. bonds. or other securities owned bv 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- uallv may be a party to or may be in any contract or transac- ton 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 CnOnnonu ic marty tn interested