Bisbee daily review., 1917-05-19

Seventh-The number of directors of the Company shall be five. In case the number of directors shall at any time be increased beyond that number. the directors shall be 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 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- 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. resiena- tion, disqualification or other cause, the remaining directors, by affirma- 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 cessor.
 The names and postoffice addresses of the directors for the first year shall be as follows:
 Lewis F. Pierson. 92 West Broad way. Manhattan. New York City.
 J. Herbert Case. 166 Montague St.. Manhattan, New York City.
 William C. Breed. 32 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 under what conditions and regula- tons. the accounts and books Of the Company. or any of them shall be open to the inspection of stock holders: and no s'ockholder shall have any right to insnect any hook or account or docrmept of the Con- many evcent as conferred nv the stat utes of New York, or authorized by the directors.
 (bl Subject 10 the provisions of the aforesaid "Pusiness C0rrorations Iaw" to hold their meetinss either within or without the state of New York. and to have one or more offices. and tn keen the books of the Com nanv (evcent such books as are re- nuired by law to be kent at it's office) outside tho state of New York. and af such rlace ar nlaces. as may. from time to time. he designated Inv them.
 fcl ID provide by the bv-laws. or otherwise for the selection. from monp theft own number. of an ex- acutive committee of such number as they nav from time to time desig- nate. and to delicate to such evecr- tive committee sll or any of the nowars of the hoard Of directors. nro- vided that such delegation of power is not contrary to law
 (d) To aDpoint such other stand ing committees as they may deter mine. with such powers as shall he hr- hn afr thorized by the bylaws: and
 (e) To appoint other officers of the Comranv. and also one dr more vice-nresidPuts. one or more assistant treasurers and one or more assistant sacretaries. and to provide that the nersons sn aprainted shall have. and may exercise. all or any of the mowers of the president. of the treasurer and of the secretary. respectively.
 Ninth-No mortgag lien or incum- hrance of any kind uDon any part of tho real or personal propertv. assets effects. undertating or good will Of tho Companv. shall he created or be valid or effective unless the same shall have been previously arNhor- iZed by the consent of the holders of at least three-fourths in interest of each class of outstanding stock of the Companv. both preferred and com mon. given in person or by Droxy. either in writing or at an annual meeting. or at a special meeting called for that purpose: but this pro bibition shall not be deemed or con- strued to apply to. nor shall it oper- ate to prevent the eivins 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- ton of this Company: and no contract or transaction of this Company with any person or persons, firm or asso-