The URL can be used to link to this page

Home My WebLink About1163 -.-... -, -... .".... .--...-- . .~ ._ . ~ "w' .~---~ - . .~'-.'-.30.-"-':~. I ~--,_.... __w_,-.~...-- _.~ ~1 PIa~ SEVENTHs ~.t~.~~~~r.~tor. _hall not be les5 than throe (3) nor mor. than 'e~en (7l. EIGHTHt T~. names .nd PO$t offlco addre~$es of the Board of Olrectors, who, subject to the provisions of this Cer- t!ficate of I ncorpot'i.t ion, the By-Laws and the laws of Florida, shall hold office for one year, or until their $IJccessors are elected .nd have qualified, .re as follo~~ Name Post Office Addre5S - R!chard C. Beuttell it PiHk Avenue New York 16, N. Y. . Isabelle H. Seutte\ I 4 Park Avenue New York 16, N. Y. Hubert B. O'Oonnel i 4 Park A\lcnue New York I h, N, Y. NINTH: The directors and stockholders shall have power to ho I d the I r mee t i ngs and to have one or rnorr. of flees and t~ keep the books of the corporation (except the original or dup. llc-ate stock ledger) outside of the State of Florida, at such place or places as from time to time may be designated by the By- L~ or by resolution of the board. The directors shall also have power. without the as- sent or v~)te of the stoC'~~lOlders, to make and alter by-laws of the corporation; to fix the times for the declaration and payment of dividends; and to fix and 'I..ry the amount to be reserved as work- ing ca~!tal: to determine the use and disposition of any 5urplus or net profIts over and3bove the capital stock paid In. TENTH: No contract or other transaction between the corporation and any other corporation shall be affected or Inval- i dated by the fact that anyone or more of the d i rcctor'5 of th is corporation Is or are Interested In. or is a director or officer, or are directors or officers of such other corporations, and any director or directors, individually or jointly may be a party Of' parties to or may be Inter~5ted in any contract or transaction of this corporation or In which this corporatIon Is Interested; and no contract, act or transaction of this corporation with any per- $on or p~r50ns, firm or association. sheil be affected or Inval- Idated by the fact that any director or directors of this corpor- atIon Is a party, or are parties to, or Interested inj such con- tract. act or transaction, or in any way connected with such per- son or persons, firm or association, and each ~nd every person who ~y become a director of this corporation is hereby reI !eved from any ltabiiity that might otherwise exist from contracting with the corporation for the benefit of himself or any firm or corporation In which he may be in any wl$e interested. ELEVENTH: Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or Intestate, Is or was a director, officer or employee of this cora poration or of any corporation which he served as such at the re~ quest (jf this corporation. shan be in(~~fT!Oifled by the corporation against the reasonab\e expenses. incluDing attorneys' fees~ actu- ally and neces$arl!v Incurred by him tn.connection wit~the defense of such actlon~ SUit Qr proc~edlng, or In connection with dny ap- pe~l ther~ln, except In r~tati?n to ~atter~.as to which it s~illl 'I tbe 8djudged in such ~ctlonf suIt or pr~ceedln9 that such off~cer: director Oi employee Is 1 iable for neg' Igence or mIsconduct In tno \ 'perform~n(;i! of his dlities: Such right o,f indemnificatIon ihal' ,. n..ot be de~med e. xcl. U~ I ve Of Bny other r i en tS to wh I en iyen d I ree. tor e offic~r Of ~loye~ <<~y be entitled by law. I ! I i " I i I I ' ->~"'.~' ._...-..",.:_ ....'.:fl".."")....., ':...-'''_~..,_~-~: <'.'-': \ \ \ I \ \ I I I jri,::