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upr000196 129

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upr000196-129
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    ST Chairman of Meet­ings, Secretary of Meet­ings. Quormn-adj ourn-merrt. number and ten­ure — F evers. Vacancies. Meetings. T ;;of the stockholders. Bach share of steak shall entitle the holder thereof to one rote, in person or by proxy in writ­ing, at any meeting of stockholders, provided such stock shall have been registered i n the name of such holder upon , the books of the Company prior to the closing of the trans­fer books for the purpose of such meeting. Section 6, The Fresi&eat, and in his absence the Vice-President, shall call a ll meetings of the stockholders !| to order and act as Chairman of such meetings. In the ab­sence of these officers, the Board of Directors may appoint a chairman of the meeting to act in such event; but i f the ; Board shall not make such appointment, then, in the absence || of these officers, any stockholder ©r proxy of any stock­holder may call the meeting to oruer, and a chairman shall jibe elected. Section 7. The Secret©xy of the Company shall act as secretary at a ll meetings of the stockholders; but in the event of M s absence the presiding officer at the meeting may appoint any person to act as secretary of the meeting. Section 8. the representation of a majority of the |; outstanding capital stock of the Sonpany, by the holders |i thereof in person or by proxy, shall be requisite to consti- Jj tute a quorum for the holding of any meeting of the stock-jjholder$; except that any proportion of the outstanding stock j, less than a majority may adjourn a meeting from day to day I until a quorum shall be present. A majority of the capital i; stock represented at any meeting ©hall be necessary to , determine any question or election thereat. The time and | place to which any adjournment is taken shall be publicly i announced at the meeting, and no further notice thereof shall be necessary. A ll proxies shall be in writing and must be ji on file with the Secretary before the same are voted. ARTIChS I I . Board of Directors. Section 1. The general management of the business and a ffa irs of the Gomp&ny shall be vested in a Board of !&r«etor@» six in number, who shall hold office until the next annual meeting of the stockholders o f the Company, and hntilothers are duly chosen in their place and shall have qualified* The Board shall employ such agents and. servants tar they shall deem advisable and fix the compensation of a ll " ffle e rs, agents and employes; and may, by a majority vote jbf a ll the members of the Board, remove any officer, agent jpr employe elected or employed by them. Any vacancy occur­ring in the office of director may be fille d for the unex­pired term by a vote of a majority of the remaining direc­tors. Section 2. legul&r meetings of the Board of Direc­tors shall be held on the fir s t Tuesday after the second sc