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EIGFiTN: (a) The number of the first directors of the
corporation is to be I~HREE (3) and their names and addresses are
as follows:
NAMES ADDRESSES
7NOMAS A. McCAR-fHY 6U Wall Street, N~w York, New York
THOMAS P. SULLIVAN 60 Wall Street, New York, New York
PAUL S. ALL.ERSMEYER 60 Wa11 5treet, New York, New Yorlc
~ {b) Subject to the pro~isions of the law and of these
_Articles of Incorporation, the number and term of office of
directors shall be fixed by or determined in the manner
prescribed in the 8y-Laws of the corpora+~ion. Except as
other~ise provided in the By-Laws of the corporation, in case of
~acancies in the t3oard of Directors, a majority of the directors
. then in office may elect directors to fill such ~acancies. It is
not necessary that directors be stockholders. ~fwo Directors or '
such greater number as the By-Laws may from time.to time specify,
; present in person or by attorney and prQxy shall constitute a
~ quorum at any meeting of the Board of Directors.
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(c} i"he Board of Directors may exercise all of the powers of
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the corporation except such as are by l~w, by these Articles of
~ incorporation or by the By-Laws conferred upon or reserved to the
~ stockholders.
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~ (d) At any meeting of the Board of Directors, any director
~ may be representEd and ~ote by proxy or proxies (who need not be
directors) appointed by an instrument in writing, public or
f pri~ate, with or without power of substitution.
~ (e) A director may hold any remunerative office of profit
with the corporation in addit~on to the office of director. No
~ director shall be disqualified f rom entering into contracts,
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6WK i~IGE 7~0 !
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