Document mqMkVDjam8xyzwv94KQZMLzZk

SMITH'& KANZLER COMPANY * .* '* ' . ... B Y - L A V/. S'. ' . . **** . ' ARTICLE' I . - . .. OFFICES . Section 1. The principal office shall be at No. 15 Exchange Place, Jersey City, New Jersey. The agent In charge of said office, upon .whom process against the. corporation may be served, is The.Corporation Trust Company. . Section 2. The corporation may also have office's at such other places as the board of directors may from time to time determine or the business of the corporation may require. . :' ' ARTICLE II ', . '. . . ' STOCKHOLDERS MEETINGS ' '' . . ------------- -Section 1. All meetings of'the .stockholders shalL be held at the office of the corporation in' the City of Chicago, Illinois. . Section 2. An annual meeting of stockholders, com mencing with the year 1965j shall be held on the third Tuesday of March in each year if not a legal holiday, and if a legal DFA 054023 holiday, then on the next: secular day following at .9:00 o'clock: A. M., when they shall elect by a plurality vote, by ballot,' a board of. directors, and transact such other business-as may properly: be brought before the meeting. . . ! ' '' V-Vf" - . . '. Sectloh .3* . Written notice,of the annual, meeting , shall be served upon or mailed . to .each stockholder, entitled to ' vote thereat, at such address as,appears -on'the. stock books of the corporation,. at least teri days prior to,the meeting. , ' " Section 4. At least- ten days before every election of directors, the secretary shall make a complete'list of`the. stockholders entitled to vote at. the ensuing election, arranged in alphabetical order, with the post office address, and the number of shares held by each, which list shall at all'times, during the usual hours for business-, be kept at the. principal office, open to the .examination of any. stockholder. The board' of directors -shall produce, at-the time and place of each elec tion the transfer books and stock books of the corporation and said list of stockholders which shall remain there during the. election. ... . . Section 5- Special .meetings of the stockholders, for any purpose or purposes, other than those prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at.the request in writing by stockholders owning a majority in amqunt of the entire capital stock of the corporation Issued DFA 054024 and outstanding and entitled, to,vote. Such request shall state the purpose or purposes of the proposed .meeting. ' ' Section 6. Written notice of a special meeting of stockholders,, stating the time, and place and object thereof-, '; shall be served upon or mailed to each stockholder entitled to. vote thereat,.at such address as appears.on the books of the corporation"at least five'days before such meeting. . ` ; ' Section 7. .Business .transacted at'-all-special meetin; shall be confined .to the objects-stated in the call'. " ' Section 8. The holders of a majority of the stock issued and outstanding'and entitled to vote thereat, present in person or represented by .proxy, shall be requisite and shall cor stitute a quorum at all meetings of the stockholders for the transaction of* business except as otherwise provided by statute, by the certificate of incorporation or by these by-laws. If, ' however, a quorum shall not be present .or represented at any meeting of the stockholders, the stockholders entitled-to. vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without-notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be'present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by DFA 054025 proxy_shall decide any aues cion brought before such meet in*, unless- the.question is one upon which by express provision of the statutes or.Qfthe certificate of incorporation or of these' \ by-laws, a different- vote is required , in. which ;case such express - .- provision, shall govern and control the decision ;of. such questior - Section 10. At any meeting of the stockholders every ' stockholder having the right to vote' shall be entitled to. vote- in person or by proxy appointed by an instrument 'in writing sub scribed -by-such stockholder or by-his duly 'authorized attorney and bearing a date not more than three .years prior to said meeting.. Each-proxy shall be delivered to the secretary of the -. corporation prior to the holding of the meeting. The attendance at any meeting of a stockholder who may theretofore have given e proxy shall not have the effect of revoking the proxy unless the stockholder so attending, shall, in writing, so notify the sec-' retary. at any time prior to-the voting of the proxy. . Each stock holder" shall have one vote, for each share of stock having voting power registered in.his name at the time of the-closing of the transfer books or on the date fixed as a record date for said meeting. .In case the transfer-books of the corporation, shall not have been closed and.no date shall have been fixed as a record-date for the determination of the. stockholders entitled to vote, no share of stock shall be voted on at any election of directors after the first election of directors which has been transferred on the books of the corporation within twenty days next preceding such election. ' DFA 054026 .. ' ARTICLE III - ' ; '' DIRECTORS . ' " Section 1. The number* of director's which shell con.A stitute. the'whole board shall be three*. E4ch director'shillj,- ' at the time-of his election'and while he holds, the `office "of . director, be a holder of stock of this corporation or of a cor . poration holding twenty-five per centum or more of the total- stock of this corporation.' .The directors shall be elected by:' .the- stockholders at the annual meeting of stockholders, and - ,, each director shall be elected to- serve until his successor' shall be elected and shall, qualify. . ' Section 2. The directors may hold their meetings and keep the books of the corporation, except the s-tocic book and the transfer book, outside of New Jersey, at such places as .the: may from'time to time determine. . ` ' ' Section 3- If the office of any director or director: becomes vacant for any reason, the directors in office, 'although less than a quorum, may by a majority vote, choose a successor or successors' who shall hold office for the unexpired term in . -respect-to which such vacancy occurred or until the next elec tion of directors, or any such vacancies in the board of direc- tors~may be-filled by the stockholders a.t any duly convened meeting. ' Section 4. The property and business of the corpo ration shall be managed by it's board of directors who may ex ercise "all such powers of the corporation and do all such law ful acts and things as are not by statute or by the certificate DFA 054027 of incorporation or by these by-laws, directed or required co be exercised or done by the stockholders. . . ,. ; MEETINGS OF THE BOARD .' . - Section 5'.- The first meeting of .each newly elected board shall be held at such time and place, either within or ' without the-State of New Jersey as shail be fixed.'by the vote of the stockholders ent-itled to,vote at the annual meeting, . andrno notice" of such meeting shall.be necessary to the newly elected .directors in'order legally' to constitute the meeting, ' provided a majority of the whole board shall be present, or .. they may meet at such place- and time as shall be fixed by the ' consent in writing of all such directors. ' - Section 6. Regular, meetings of.the board may be held without notice at.such time and place, either-within or without the State of New Jersey as shall from time to time be determined by the board. - ` /- Section 7.- .Special meetings of the board may be called by. the president on two days* notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and ~on like-notice on the written'request of two directors. ' Section 8. At all meetings of the board the presence of two directors shall be necessary and sufficient to consti tute a quorum for -the transaction of business, and the act of a majority of the directors present at any meecing at which there is a quorum shall be the act of the board of directors, except DFA 054028 as may be otherwise specifically provided by statuce or by cae certificate of incorporation-, or. by these cy-laws. If a quorum shall not be present at any.meeting of directors the-directors . present thereat' may ad Jou'rn: .the meeting from time to time '' without- notice-other than-announcement at'the meeting, until . a quorum shall be present. ' . ' - ' -. .` EXECUTIVE' COMMITTEE . . - . '' . ... Section 9. The board qf directors may.-appoint, an ex ecutive committee, to consist of two- or more of the directors, - which to the extent provided in' said `resolution shall have and . may exercise the. powers of the board of directors in the manage ment of the business, affairs, and property of the corporation ' during the intervals between the meetings of the' direccore, and may have power to authorise the seal .of the corporation to be _ affixed to all papers which may -require..it. Vacancies in the membership of the committee shall be filled by the board of . directors at a regular meeting thereof or at a special meeting ` called for that purpose. The executive committee shall keep regular minutes of its proceedings and report che same to tne board when required. - ' ' "COMPENSATION 0? DIRECTORS . Section 10. Direccors;. as such, shall not receive any stated salary for their services, but, by resolucion of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special- OFA 054029 meeting of the board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving-compensation therefor." Members of .the'executive committee" may be "allowed like compensation for attending committee meetings." V . . . ARTICLE IV " '- ' - ,- " NOTICES / . - '- . - Section-.lv Whenever;under the provisions of the' . statutes or .of the certificate- of incorporation or of these ' by-laws, notice is required to be given to any director or .. stockholder, it shall not be construed to mean personal notice but such notice may be given in writing., by mailaddressed to such-director or stockholder at such address" as appears on the books of the corporation and such notice shall be deemed to be given at. the time when the same shall be thus mailed. . " Section 2. When any action is authorized to be takei after.notice to the ...stockholders, or after the lapse of a - prescribed period of time, such action maybe taken without notice arid without the lapse of any period of time, if such action is authorized or approved and such requirements are waived,"in writing, by every stockholder entitled to such notice or by his attorney thereunto authorized. Any notice required to be given under these by laws to any director may be waived by attendance of all directors at the meeting or by written waiver or waivers signed by all the directors. OFA 054030 ARTICLE V - ' . OFFICERS ' . . - Section .1. The officers of the corporation, shall oe - a' president/.a.-vice-president, a secretary- and'a' .treasurer. ' ' Any two' of the aforesaid offices, except those of president arid", vice-president may be held- by the same person. . Section 2. - The board, of directors at its first . . meeting-after each annual'meeting of stockholders shall elect.' .a president from its members, and the'board ;shall also annually, choose a vice-president, a secretary and a. treasurer, none of - whom need.be members of the. board. Section 3- The board may appoint additional vice presidents and assistant secretaries and assistant treasurer's and such other officers and agents as it shall deem necessary, who shall have such authority and shall perform such ducies-as ' from time to time shall be prescribed by the board. . ' Section 4. The salaries of all officers and agents . .of the corporation shall-be. fixed by the board of directors. . .. ' ` Section 5. The officers of,the corporation shall hold office un.til their successors are chosen and a.ualify in . their stead. Any officer_elected or appointed by the board of directors may be removed at any time -by the affirmative vote of a majority of the whale board of directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors. . OFA 054031 . ' TEE PRESIDENT - ' ' Section 6. The president. shall be the chief execu- ' , .tive officer of the corporation; he shall preside at all meeting of the stockholders and-.directors, shall be ex officio a'memoer of the executive .committee, shall .have, general and active manage ment .of the business of the corporation, and shall see thac -all -orders and resolutions of the board are carried Into effect.;-..'.He shall execute' bonds, mortgages and other, contracts requiring a seal, under the 3eal of the corporation; excepc.where required'-. or permitted by.law to.be other-wise signed and executed ami ex cept where the signing and execution thereof shall be expressly delegated.by the .board of directors to some other officer or age of the' corporation. ' - ' ' THE VICE-PRESIDENT '' Section 7. The vice-president shall, in the .absence o disability of the president, perform the duties and exercise the powers of the president, and -shall perform such other duties as the board of directors shall prescribe. -. THE SECRETARY . Section-8.. The secretary' shall attend all sessions of the board and all meetings of the stockholders, and record all votes and the minutes of all proceedings In a book to be kept for that purpose, and shall perform like duties for che execu tive committee when required: He' shall `give, or cause to be given, notice .of all meetings of the stockholders and special DFA 054032 meetings of the board of directors, and sh5.il perform, such ' . other duties as may be prescribed by the-board of directors . or president; under whose supervision he s'naii bel He "shall - .keep. -in' safe ."custody the' .seal of,:: the'"'.corporation; and, when ` authorized by the board;/affix the seal to any instrument ` requiring'it, and, when so affixed, it shall be attested by- his signature or by the signature, of the -treasurer or. an as sistant secretary'. He shall" be'sworn to the faithful discharge of his duty. ................... / ' - . " ' THE TREASURER ' . Section 3: The treasurer .shall have the custody of the corporate funds and securities and shall keep.full and ac-. curate accounts of receipts and. disbursements in books belong ing to the corporation, and, shall deposit all moneys and other valuable effects in the name and to the credit of'the corpora tion, in such depositories as may be designated by the board of directors. ' , . - .' Section 10. He shall disburse the funds of the cor poration as may be ordered-by the board, taking proper vouchers for such disbursements, and shall render to the president and "directors, `at- the -regular meetings of the board, or whenever the may require it, an account of all his transactions as treasurer and of the financial condition of the corporation. , - . Section 11. He shall give the corporation a'bond in a sum, and with' such surety or surecies as shall be satis factory to the board, for the faithful performance of the DFA 054033 duties of his office,.and for the restoration to- the corpora tion, in case of his death, resignation.-, retirement or removal from office,. of' all"books, papers, vouchers,' money and.otner- - property of whatever kind' in his possession or under his con trol belonging to the corporation. - . . ARTICLE-VI. , ' . /... ' ' ' : ' . . CERTIFICATES OF STOCK - -' Section 1. . The certificates- of Stock of the corpora tion shall be numbered and entered in the books' of. the corpora tion as they are issued. They .shall exhibit the holder's name and the number of shares owned by him in the corporation, and - shall be signed by the president or vice-president and treasure or assistant treasurer or the secretary or assistant secrecary. If any certificate is signed by a transfer agent, of an assistan transfer agent or by a transfer clerk on'behalf of the corpora tion and a-registrar, the signature of any such officer may be facsimile. ' . . .- ., .. LOST CERTIFICATES ' ' ' Section 2. The board of directors may direct a new . certificate or certificates' to be issued in place of any. cer tificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such-issue of a new certificate or certificates, the board of directors may, in Its discretion and as a condition precedent to the DFA 054034 Issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise, .the same in such manner as it shall require and/or ' give'the corporation a- bond .in'such sum.and.withsuch. .surety : /. or sureties as it may, direct as 'indemnity against any claim ' that may be made against the corporation with respect to the certificate a!lleged-.to have been lost or destroyed;. TRANSFERS.OF STOCK ' ' '. Section.'3- Upon surrender to the corporation or transfer agent of the corporation'of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the'transaction upon its books. ,. CLOSING OF TRANSFER BOOKS . ' . Section 4. The board of directors may close the stock transfer books of- the corporation in its'discretion for a period not exceeding fifty.days preceding the date of any meeting, annual or special, of the stockholders, or the date for payment of any dividend, or the .date for the allotment of rights or che date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer- books, the board of directors may fix, in. advance, a date not exceeding fifty days preceding the date of any meeting, annual OFA 054035 -or special, of stockholders or the date for the payment of any dividend,- or the date for allotment of rights, or the date when-'any change or conversion, or exchange of capital .stock shai go;, into effect, as a'record date for the determination of the stockholders entitled to notice of and .to vote at any sach ' meeting, or entitled to receive, payment or any such dividend-, or any such allotment of rights, or to exercise the .rights in respect to'any such change,-conversion.or exchange of cayitaL stock, and in such, case-only stockholders of record on the date so fixed shall be entitled to such notice of," and to vote at, such meeting or to receive payment of such dividend or allotnien of rights, or exercise such rights, as the case may be, notwith standing any transfer of any stock on the books of the corpora tion after such record date fixed as aforesaid.. ' - ' REGISTERED STOCKHOLDERS ' ' Section 5-- The corporation shall'be entitled to treat the holder of record of any share or shares of stock as the holder-in-fact thereof and-accordingly shall not be bound -to recognize any equitable.or other claim to .or interest in such share .on the part of any other person- whether or not --fc- shall have express or other notice thereof, except as ex pressly provided by the laws of New Jersey. - - - DFA 0S4036 _ . ARTICLE VII . - GENERAL PROVISIONS- ' '' ' ' . DIVIDENDS Section ;1. ' Dividends' upon the capital stock' of, the.-' corporation, subject to the provisions of the certificate of incorporation, if any, may" be declared by the board of director at any regular or special meeting pursuant to' lav/. Dividends..-, may be`declared.in.cash, in-property or in-capital stock. Section 2. .Before payment of any dividend, there may be set aside out of the funds of the corporation available for dividends such sum or sums as the directors from time to ' time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property .of the corporation, or for such other .purpose as the directors shall think conduciv .to the interests of the corporation, . and the directors, may modi" pr" abolish any such reserve in the manner in which it was creat - . CHECKS Section 3- All checks or demands for money and notes of the corporation shall be signed by such officer or officers ^or--such other .person or persons as' the board of directors may from time to time designate. . -- " FISCAL YEAR Section 4. . The fiscal year shall end on the Sunday nearest December 31st of each year. ; DFA 054037 Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the'year of Its.organiza tloh and the words "Corporate Seal, New Jersey",. ;. . ARTICLE VIII ' ' .' . ' AMENDMENTS . . Section 1. -These by-laws may be altered or amended, at any regular meeting.of the stockholders or at any special, meeting of the stockholders at which a quorum is present or represented if notice of the proposed alteration or.amendment be contained In. the notice of 3uch special meeting, by the af firmative .vote of a majority of the stock entitled to vote .at. such meeting and present or represented thereat, or by the af firmative vote of a majority of the board of directors at any regular meeting of .the board or at. any special meeting.of the board if notice of the proposed alteration or amendment be contained in the notice of such special meeting. . - OF A 054038 . '1'; S\\l r;;: ' `" ' SMITH & KANZLER COMPANY. : ?:. V-.-~. *; * * *... V:,/B/;Y -/ LA V .S s''''* * ' ; - 5 .. ; .- , , ARTICLE I . ^ ^' . ' ' /' OFFICES \ . . Section 1; The principal office shall be at No. .15 Exchange Place,-` Jersey City,;New Jersey. The agent'in charge'- - of said, office,- upon whoa'process against the corporation may be served, is The Corporation Trust Company.. . ' ' . . Section 2... The corporation may.also have offices at such other places as- the ..board of - directors may from time to. - time determine.or. the business- of the- corporation may. require-; ' ' ; : ARTICLE II ; ' ' 'STOCKHOLDERS1 MEETINGS-.;. . . Section.l.: All meetings of the stockholders shall be held at the office of the corporation in the City of-Chicago, Illinois. ' -' ' .. y Section 2. An annual meeting of stockholders,..com mencing with the year 1965, shall be held oh the third" Tuesday of March in- each year if not a.legal holiday, and if a legal apd ..outstanding and entitled to. Vote. Such request shall state the purpose or purposes of the proposed meeting. . . . Section. 6.:/Written.notice of a special meeting, of. ^stoql^oldersvU'^ti^vjjHe^ttoe-Md^piace and object thereof, - shall-' be served- upon or mailed to. each stockholder entitled- to vote thereat,; at. such address as appears "on. the books of the' :-- corporation at least five days before such meeting. ' .-7/7 . Section 7. Business. transacted at. all special meetings shall be confined;to the objects stated in the call. . . . Section 8.' The holders, of a majority of the stock - . issued`and outstanding arid, entitled. to vote thereat, present-in - person or represented by. proxy,' shall be requisite arid shall con stitute a quorum at all meetings of the stockholders for the - transaction of.business except as otherwise provided by statute, by the certificate of incorporation or by these by-laws. If,-, however,; a quorum.shall not be present or represented at any meeting of the, stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have, power to adjourn the meeting-from time to time, without notice other than announcement at the meeting, until a quorum shall be present or.represented. At such adjourned meeting at which.a quorum shall be" present or represented, any business may be transacted which might have been transacted at the meeting as. originally notified. -" . Section 9--' When a quorum is present or represented . at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by - proxyjshall .decide any question-brought- before such meeting. unless the question is one upon .which by express' provision, of the statutes... or.- of the . certificate of incorporationoh. of . the'se ` by-laws, a different vote is .required-.in which case such' express .. provision .shall govern and. control the decisioh of such question . .Section:10* At any meeting.of the stockholders every ' , stockholder having the.: right . to; vote shall' be entitled; toy vote . in .person, or. by proxy appointed ;by an .instrument.. in-.writing sub scribed -by such, stockholder or by his duly authorized attorney . and bearing a date.not more than three years-prior to ^said .' meeting-. Each proxy shall be delivered to:, the. secretary of the., corporation-prior to;the holding of.the meeting. The attendance at any meeting'of a stockholder who may theretofore have given a .proxy shall .hot-.have-the effect of revoking the proxy .unless the stockholder so attending shall,, in writing; so' notify the sec retary at any time prior to the voting of the proxy. Each stock holder shall, have, one vote for each,-share of stock having voting power registered in his name at the time of.the closing .of the - transfer books or oh the date fixed as a record date for said meeting. In case the transfer books of the corporation shall . not have been closed and no date shall have been fixed as a -. . record date.for the determination of the stockholders entitled to vote, no share of stock.shall be voted.on at any election- ' ' ", ,, * of directors after the first election of directors which has been transferred on the books of the corporation within twenty days, next preceding such election. ARTICLE III ; ' : DIRECTORS .. ...... ..Section I'. .The. number .of-directors ...which .shall con- stitute the .-whole.board' 3hall be three. Each" director .shall, at the' time of. his election and while, he holds the office of\ director^.-be -a holder of. stock of this corporation or of a cor-' poration holding,, twenty-five'per. centum or ;`npre of the total; stock, of this-.`corporationw' The" directors..shall be Velected ,by . the stockholders at .the-annual meeting-of stockholders-, and .- ` each director shall be elected to serve, uritii his successor shall be elected and shall qualify.- ; ' ;" . \ Section 2. The directors may hold their meetings and keep' the books of the. corporation, except the stocic .book and the transfer book, outside of New Jersey, at such places as they may . from - tiroe to time. determine.. . ;. . . Section'3. If the office of any director or directors becomes vacant for any reason, the directors in officej although less than a quorum, may by-a majority vote, choose a successor or successors who Shall hold office for the unexpired* term in respect to which such vacancy occurred dr until the' next elec tion of directors, or any such vacancies in the board of- direc tors may be filled by the stockholders at any duly convened . meeting. ' ` ;. -' - Section 4. The property and business of the corpo ration shall be managed- by its board of directors who may ex- ercise all such powers of the corporation and do all such law ful 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-. , ' ,. : ; ' vi-/. . ;. : 'meetings op;^;;BoARr> :'v. ; ; . Section 5. The.: first meeting of each: newly-elected . board shall be held at such time and place, either within or. without the State'.of: New jersey, as. .shaii .be fixed;by the vote . of the; stockholders ..entitled; to. vote;.at '.'the annual'meeting,- : V and no notice;bfsuch;meeting.shall;be necessary to the newly! elected directors in order legally to constitute the.meeting, provided a majority of the whole board shall be present, or : they may meet at such place! and -time .as shall be fixed by the consent in writing of all such directors. , ` *. . - * -> Section 6.' Regular meetings of .the board may. be held^ without notice at such.time and place, either within or without the State of New Jersey as shall from- time to time be determined by the board.' ... ' . . ' . . .- . , Section J. Special meetings of .the board may be - called by the president on two .days' notice to each director, . either personally, or by mail or by telegram; special-meetings shall be called by the'president, or secretary in like manner . and on like .notice on .the written request of two directors. ' Section 8.. At all'meetings of the board the presence, of two directors shall be necessary and sufficient' to const!- tute a" quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there 13 a quorum shall be the'act of the board of directors, except as.may be otherwise specifically provided by statute or by the certificate of incorporation or-by these by-laws.- If a quorum- shall not be present at any meeting of directors"the directors 'present-thereat-may adjourn the meeting'from' time, to time;.. without notice .other than-announcement "at the meeting,-until . a quorum shall be present. '; " . V EXECUTIVE COMMITTEE . . - ' - Section 9. The board of directors-niay appoint an ex ecutive committee, to consist of'.two or more of the directors', =which to the extent provided in said resolution shall have and may exercise the powers of the board of directors in'the manage ment of. the business, affairs', and property of the corporation during the intervals between the meetings of the.directors, and may have power to authorize the seal of the corporation to be'- affixed to all papers which may require.it. Vacancies in-;.che .membership of the committee shall be filled by the-board of directors at a regular meeting thereof or at. a special, meeting .called .for that purpose. The executive committee shall keep regular minutes of its proceedings and-report the same to the'' board when required-. . . ,- . .. - '' ' COMPENSATION OP DIRECTORS - ' - Section 10. Directors, as such, shall not receive. any stated salary' for their services, but, by resolution of the board, a fixed sum and expenses of attendance, if any,', may be allowed for attendance at each regular or special . meeting of the .board; provided, that 'nothing herein contained shall be construed to preclude any director from - serving the . .corporation in any other capacity and receiving compensation , therefor. ' Members of vthe -executive committee may be. allowed r;'.like compensation'for attending committee meetings . ' v./v>RTXCi>iv:`V'; .f V;' ... /V -:j /-'.notices^; J- - ' . ,. 1 ; . ' V -Section'1. > Whenever.'''und.erv.the 'provisions''.of the'* statutes or of the certificate of incorporation'or of these; by-laws, notice is required to be given to any director or ' . stockholder, it'shall not be construed to mean personal notice* but such notice may be given in writing, by mail, addressed to . such director or stockholder at such .address:as.appears-on the~ books of the corporation and-such- notice shall- be deemed to be given at the time when the -same shall be thus mailed. .' ' Section 2. When any .ac tion is authorized to-be taken after notice;to. the Stockholders, or .after the lapse of a . prescribed period of time, such.action may be taken without ; notice.and without the lapse.of any period of time, if such action; is authorized or approved and such -requirements' are waived, in writing, by every stockholder entitled to. such . notice or by his attorney, thereunto-.authorized. . Any. notice, required to be given under these by lav/s to any director may-;*' be waived by attendance of all directors at the meeting or by written waiver or waivers signed by'all the directors. -  ' '.ARTICLE V .. . . OFFICERS . vSeccion-' 1.The./offleers'. of the. corporation ..shall, be'..,... a' presideat, a vice-president, .a secretary .and a treasurer*. Any two of the aforesaid'offices' except those of president and vice-president may be held by .the .same.person. . ;; x;.: r.Sectiori,'-2.\The board, of directors-at its-..first / meeting after .each annual-meeting of. stockholders shall elect a president' from its: members, and the' board' shall also annually- choose a vice-president, a secretary and a treasurer,-'none Of whom need be members , of the board .. . -.' .. ` . . Section 3. The board may.appoint, additional vice presidents and. assistant secretaries and .assistant treasurers and such other officers and agents as it shall deem necessary,.: who shall, have such authority and shall'perform such duties, as from time to time shall be -prescribed by. the board. ' . ' Section 4. The salaries of all officers and agents ' of the corporation shall be' fixed by the. board of directors ,, . . - / Section 5. ' The officers of. the corporation shall hold office until their, successors, are chosen-'a.nd qualify, in . their stead. Any officer elected or .appointed by the board , of directors may be removed, at any time by the .affirmative'vote of a majority of the whole, bpard of directors. If the office of any officer becomes vacant for any reason, the vacancy shall be'filled by the board of directors. ' . .j . , ; THE PRESIDENT ' .. - Section ;6. ; The, presidenc shall be the chief'execu-.' tive officer of the corporation;,he'shall preside at.all meetings of the stockholders .and directors,' shall', be .ex officio a member. ' of the executive committee,- shall have general and active manage ment of.-the business : of the'.corporation, and shall see that.: all-' orders and. resolutions '- of the'board are carried .into-.effect'.-.-.,.;'He/ 'shall; execute bonds,-, mortgages and"other contracts, requiring a '... . ` seal, under the 3eai of the corporation, except-where required, or permitted by law tp .be otherwise signed and executed ..and ex cept where, the signing and .execution thereof shall be expressly, delegated by the board of directors to some other officer or agent of the corporation.- '. " ' THE VICE-PRESIDENT ' Section 7. The vice-president shall, in the absence or disability of the -president, perform the duties and exercise the powers of - the president, and shall perform such other duties as : the board of directors shall.'prescribe.. / ' .. THE SECRETARY Section 8. The secretary shall attend all sessions of the board and all meetings of the stockholders, and record all votes and the minutes of all proceedings in a booic to' be kept - for that purpose, and shall perform like duties for the execu tive committee when required. He snail give, or cause to' be . given, notice of all meetings of the stockholders and special e : meetings of the board of- directors, and ..shall perform such , other duties as may be .prescribed'by .the board of directors .or president,Sunder whose .supervision he shall be. He ..shall keep .'in-safe custody the seal :of - the-corporation and/when. . .V; 'authorized by -the' board,.' affix the seal to any. ;instrument- - ' .rea.uirlng.it, and,: when- so affixed, it.shall'be attested by his.signature or'by.the signature of-the treasurer br an as- >1 - sistant secretary. He shall be swo.rh;-to' the.'faithfui discharge of his duty. " . -' " . . ' : ' THE. TREASURER ;. ' ' ." . ' Section 9. The treasurer shall have the custody of the corporate funds and securities and-shall keep full and ac--. ' curate accounts of receipts and disbursements in books belong--* irig to the corporation, and shall deposit all moneys and other . valuable effects in the name and to the credit of the corpora tion, in such depositories as may be, designated by the board of directors.. . - . .. - '. ; Section 10. He shall disburse the funds of. the cor poration as may be ordered by the boardy taking; proper .vouchers, for such disbursements, and shall render to the'president and ' directors, at the regular meetings of .the board, or whenever they may require it, an account of all; his transactions' as treasurer and of the financial condition of the corporation. v . Section 11. He shall give the corporation, a bond in a sum.,' and with such surety or sureties as sba.ll-be satis factory to the board, for the faithful performance of the duties of his office, and for;the, restoration to. . the ; corpora-. :' tion, in case of his death, resignation* retirement, or removal '" from office,;-of all;.books,. papers, vouchers, money.;ani other. property of whatever kind in his possession or under his con- ' ' troi belonging to the''corporation. - ` i-'.\ ; r.;. x ' / - . article ,vi '.y " CERTIFICATES OF ,STOCK; /. ,;V ^ ` , Section 1. ; The: certificates'of stock of the corpora-- tion shall be numbered and entered in the books of the corpora tion as they are issued. They shall exhibit, the holder's name and the number of shares owned by hiim in the corporation,, and- shall be signed by the president or vice-president and treasurer or assistant treasurer or the secretary or assistant secretary^ If any certificate is signed by a transfer agent or an assistant transfer agent or by a. transfer clerk on behalf of the corpora- . tion and a registrar, the signature of any such officer may. be . facsimile. . . - , - . ' ;' .- .. -LOST certificates;- ` '; ' Section 2. The board of directors may direct a-.new certificate or certificates to be issued in place of aiiy cer tificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an ` affidavit of that fact.by the person claiming- the certificate of stock to be lost or destroyed. When authorising such issue of a new certificate or certificates, the board of directors . may, in its discretion and as a condition precedent to the issuance thereof , \require, the-owner of such lost or destroyed. . certificate or certificates', or his legal, representative, to. . advertise the . same' in such nianne'r as - it .'shall require, and/or ..give the' corporation a-bond in. such^stim - and-' With:''such surety ' or sureties as it may direct as. indemnity-against any'-claim . that may be. made against the corporation.with.rbspect'to. the\ certificate' alleged, to'have - been - lost... or destroyed ; ` - - ^TRANSFERS. OP STOCK ! .' I- Section 3. Upon surrender to .the corporation or ... '/ transfer agent of the'corporation Of-a ' certificate of stock ', duly endorsed or accompanied.by proper evidence of succession^ assignment or authority to transfer, it shall be the duty of. the corporation to issue a new certificate to .the person entitled, ,-c thereto, cancel the-old certificate-and record the transaction'- upon its books . . . -- ' CLOSING OP TRANSFER BOOKS ' - Section-4.. The board of directors may close the stock transfer books of the'corporation in its discretion for a .period not exceeding fifty days preceding -.the date of any meeting,' annual or special, of the stockholders, or the date for payment of any dividend, or' the date for the allotment of rights or' the., date when any change or conversion or.exchange of' capital stock shall go into effect. In lieu of closing the stock transfer ' books, the board of directors may fix, in advance, a date not exceeding fifty days preceding the date-of any meeting, annual .or-special, of stockholders or the date for the" payment of any dividend, or the date for allotment of rights, or the.date when:any change or'conversion or exchange.of capital stock shall 'go;' iiito "effectas- a-.'record' date for the determination', of. the'.'' ' ..stockholders; entitled ;t'o notice of and to vote ,at' any such meeting, or entitied to receive payment or any such dividend, 'or - any such-allotment'of rights, or to exercise the rights in ' :respect;to' any .such 'change, conversion or- exchange- of-capital stock, and; in .such case only`stockholders of record on -the; date ., so fixed-shall-be entitled to such .notice of, and to vote, at, " such meeting or to receive payment of 3uch dividend.or allotment of rights, or. exercise such rights, as the case may be, notwith standing any transfer of any stock on the books of the corpora tion-, after such record date fixed as aforesaid. . . .. ." ' ' REGISTERED STOCKHOLDERS . . . .` . Section 5. The corporation shall be entitled to treat the . holder of record- of hny. share or .shares of stock as the holde'r.-ih-fact thereof and accordingly shall not be' bound to recognize any equitable or"other claim to or interest in such share on the part of any other person whether or nos it shall have express or other notice thereof, except as ex pressly provided by the laws oi* New Jersey. - ARTICLE Vli ' ' . ; GENERAL PROVISIONS. DIVIDENDS \ . ......... : . . Section 1< Dividends- upon the"capital; stock of/the - corporation, subjectvto the provisions, of the certificate' of ` incorporation,'if any, may-be declared by the-board of directors' at- any' regular', or special .meeting pursuant ' to. .lair.- Dividends'.may be :declared in cash, in'.property or* In capital .stock. ` Section 2. Before payment of any dividend, there may be .set aside out of the -funds of the corporation available for dividends such sum dr sums as. the directors from time" to time, in their absolute discretion,, think proper as a.-reserve ' fund to meet contingencies,-or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other-purpose as .the- directors shall think conducive, .to the "interests of the corporation, and the directors -may modify or abolish any. such reserve , in the manner in which it was.created. ' " - ' . . CHECKS -- " . Section .3. . All checks, or demands .for-mohe.y and'notes-, of the corporation shall be signed by. such -officer or officers or such other person "or persons as 'the board ox*'directors may from time to time designate. . - . ' FISCAL YEAR * . Section 4. The fiscal year shall end on the Sunday, nearest December 31st. of each year. " ' . . . . SEAL- . :. - .' Section.5*. The corporate seal shall have inscribed thereon .the name of the corporation,, the;/year of its . organiza tion and the words "Corporate Seal;; New'Jersey". - ' : '- ..ARTICLE VIII ' .. ' AMENDMENTS `,. . Section 1. -- These ' by-laws may; be^altered ,or. . amended at. any regular meeting of the .'stockholders or' at any special meeting of the stockholders at which a quorum is present or' represented if notice of the .proposed alteration or amendment be contained in the notice of such special meeting, by the. af firmative vote of a. majority of the stock entitled to vote at such meeting and present or represented-.thereat, or by the af firmative vote of a- majority of the board of; directors at any regular meeting of the board or at any special meeting of the board if notice of the proposed alteration or, amendment be contained in the notice of such- special.meeting., .\ .