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that at any meeting for this election of directors, such holders of stock shall be entitled to cumulate their votes in the following manner: Each holder of stock shall be entitled to a number of votes equal to the number of directors to be elected multiplied by the number of shares of stock which he holds, and shall be permitted to distribute such votes as he pleases among the candidates or to cast them all for one candidate if he so chooses, and those persons receiving the highest number of votes so cast shall be elected directors. FOURTEENTH: The following provisions are inserted for the regulation and conduct of the affairs of the corporation and it is expressly provided that they are intended to be in furtherance and not in limitation or exclusion of the powers conferred by statute: (a) Meetings of the stockholders and directors of the corporation for all purposes may be held at its office or elsewhere in the State of New York, and meetings of the directors may be held outside of the State of New York at such place or places as may from time to time be designated in the By-Laws, or by resolution of the Board of Directors. (b) All corporate powers except those which by law expressly require the consent of the stockholders shall be exercised by the Board of Directors. -9-
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