Viewing page 34 of 57

This transcription has been completed. Contact us with corrections.

SECTION 7. ADJOURNED MEETINGS. - Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote, even though less than a quorum is so present. No notice of such an adjourned meeting need be given, other than by announcement at the meeting, and any business may be transacted which might have been transacted at the meeting as originally called. 

ARTICLE II

DIRECTORS

SECTION 1. NUMBER. - The number of directors of the corporation shall be six (6), who shall hold office for the term of one year and until their successors are elected and qualify. The number of directors may be increased or decreased from time to time (but only within the limits prescribed in the Certificate of Incorporation) by amendment to these By-Laws made by the Board of Directors or stockholders. Directors need not be stockholders. 

SECTION 2. POWERS. - The Board of Directors may adopt such rules and regulations for the conduct of its meetings, the exercise of its powers and the management of the affairs of the corporation as it may deem proper, not inconsistent with the laws of the State of New York, the Certificate of Incorporation or these By-Laws. 

In addition to the powers and authorities by these By-Laws expressly conferred upon them, the directors may exercise all such powers of the corporation and do such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders. 

SECTION 3, MEETINGS, QUORUM. - Meetings of the Board may be held at any place, either within or without the State of New York, provided a quorum be in attendance. A majority of the directors in office shall constitute a quorum at any meeting of the Board. 

The Board of Directors may hold an annual meeting, without notice, immediately after the annual meeting of stockholders. The President or Secretary may call, and at the request of any two directors, must call a special meeting of the Board of Directors, five days' notice of which shall be given by mail, or two days' notice personally or by telegraph or cable to each director.

SECTION 4. VACANCIES, REMOVAL. - Except as otherwise provided in the Certificate of Incorporation or in the following paragraph, vacancies occurring in the membership of the Board of Directors, from whatever cause arising (including vacancies and newly created directorships resulting from any increase in the authorized number of directors), may be filled by a majority vote of the remaining directors, though less than a quorum, or such vacancies may be filled by the stockholders.