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Chairman' o f Meet-’ in g . Number, tenure and powers. M eetings. ' Vacancies* Chairman to p re s id e — Represent Committee. S ectio n 4. The Chairman o f the Executive Committee s h a ll p re s id e at a l l meetings o f the Beard o f D irecto rs at which he s h a ll be p resen t, and in the absence o f the Chairman the Board s h a ll appoint one o f t h e ir number to p re s id e . ARTICLE I I I . E xecutive Committee. S ectio n 1. The Board o f D ire c to rs s h a ll e le c t from th e ir number at the f i r s t meeting o f the Board a f t e r the annual e le c t io n , or as scon th e r e a fte r as p o s s ib le , an Executive Committee o f th ree members, in clu d in g a chairman to be e le c t e d by the Board, whose terms o f o f f i c e „ s h a ll continue during the pleasu re o f the Board. The_ Exe cu tive Committee s h a ll, when the Board o f D ire c to rs is not in sessio n , have a i l the powers o f ths Board o f Dire c to rs to manage and d ir e c t a l l th e.bu siness and a f f a ir s o f the Company, in such manner as s a id Committee s h a ll deem b est fo r the Compands in t e r e s t s , in a l l cases in which s p e c ific d ir e c tio n s s h a ll not have been given by the Board o f D irecto rs* The Committee s h a ll keep a f u l l and'accurate reco rd o f a l l i t s acts and proceedings and rep o rt the same from time to time to the Board. S ectio n 2. Regular meetings o f the Executive Comm ittee s h a ll be h e ld at such tim es and at such p la ces in the C ity o f Los An geles, S tate o f C a lifo r n ia , or e ls e where, as th e Committee s h a ll from time to time determine S p ecia l meetings may be c a lle d a t any time by the Chairman and s h a ll be c a lle d at the requ est o f any member o f the Committee, to convene at such time and p la c e as may be appointed. S ectio n 3. Any vacancy in the Committee s h a ll be f i l l e d by the Board o f D ire c to rs . S ection 4. The Chairman o f the Executive Committee s h a ll p re s id e at i t s m eetings, and, su bject to the cont r o l and approval o f the Committee, s h a ll represen t i t when not in session , and s h a ll rep o rt to the Committee.