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AIRGAS, INC.
BY-LAWS
(AMENDED AND RESTATED NOVEMBER 12, 1998)
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ARTICLE I
OFFICES
Section 1.
The registered office of the Corporation in the State
of Delaware shall be in the City of Wilmington, County of
New Castle, State of Delaware.
The Corporation shall have offices at such other places
as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS
Section 1: Annual Meeting
The annual meeting of the stockholders for the election
of Directors and for the transaction of such other business
as may properly come before the meeting shall be held on
such date within five (5) months after the end of the fiscal
year of the Corporation as the Board of Directors shall
each year fix. Each such annual meeting shall be held at
such place, within or without the State of Delaware, and
hour as shall be determined by the Board of Directors. The
day, place and hour of each annual meeting shall be
specified in the notice of annual meeting.
The meeting may be adjourned from time to time and
place to place until its business is completed.
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At the annual meeting of the stockholders, only such
business shall be conducted as shall have been specified in
the notice of meeting. To be properly brought before an
annual meeting, business must (a) specified in the notice
of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly
brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely,
a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the
Corporation not earlier than the close of business on the
120th day prior to the first anniversary of the preceding
year's annual meeting and not later than the close of
business on the 90th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is more
than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the close of business
on the 120th day prior to such annual meeting and not later
than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting
is first made. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described
above. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting,
(b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder,
and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth
in this Section I. The presiding officer of an annual
meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before
the meeting and in accordance with the provisions of this
Section 1, and if he should so determine, he shall so
declare to the meeting that any such business not properly
brought before the meeting shall not be transacted.
Section 2. Special Meetings.
Except as otherwise required by law and subject to the
rights of the holders of any class or series of stock having
a preference over the Common Stock as to dividends or on
liquidation, special meeting of the stockholders may be
called only by the Chairman of the Board, the President, the
Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors, or pursuant to
the request of
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holders of 33% of the combined voting power of the then
outstanding shares of stock entitled to vote generally in the
election of Directors, voting together as a single class.
Section 3. Stockholder Action.
Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders.
Section 4. Notice of Meeting.
Except as otherwise provided by statute, written or
printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, stating the
purpose or purposes for which the meeting is called, shall
be delivered not less than 10 nor more than 60 days before
the date of the meeting, either personally or by mail, by or
at the direction of the Secretary, to each stockholder of
record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail in a sealed envelope addressed to the
stockholder at his last known post office address as it
appears on the stock record books of the corporation, with
postage thereon prepaid.
Attendance of a person at a meeting of stockholders, in
person or by proxy, constitutes a waiver of notice of the
meeting, except when the stockholder attends a meeting for
the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
Section 5. Quorum.
Except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, the holders of a majority of
the shares entitled to vote at any meeting of the
stockholders, present, in person or by proxy, shall
constitute a quorum and the act of the majority of such
quorum shall be deemed the act of the stockholders.
If a quorum shall fail to attend any meeting, the
chairman of the meeting may adjourn the meeting to another
place, date or time.
If a notice of any adjourned special meeting of
stockholders is sent to all stockholders entitled to vote
thereat, stating that it will be held with those present
constituting a quorum, then, except as otherwise required by
law, those present at such adjourned meeting shall
constitute a quorum and all matters shall be determined by a
majority of votes cast at such meeting.
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Section 6. Qualification of Voters.
The Board of Directors (hereinafter sometimes referred
to as the "Board") may fix a day and hour not more than
sixty nor less then ten days prior to the day of holding any
meeting of the stockholders at the time of which the
stockholders entitled to notice of and to vote at such
meeting shall be determined. Only those persons who were
holders of record of voting stock at such time shall be
entitled to notice of and to vote at such meeting.
Section 7. Procedure.
The order of business and all other matters of
procedure at every meeting of the stockholders may be
determined by the presiding officer.
Section 8. Voting Lists.
The officer or agent having charge of the transfer book
for shares of the Corporation shall prepare and make, at
least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall be produced and
kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder
present. The original share or stock ledger or transfer
book or a duplicate thereof, shall be the only evidence as
to who are the stockholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of
stockholders.
Section 9. Voting and Proxies.
Each holder of Common Stock shall be entitled to one
vote per share held of record upon each matter on which
stockholders generally are entitled to vote.
At all meetings of stockholders, a stockholder entitled
to vote may vote in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney-in-
fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. Unless
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otherwise provided by law, all questions touching the
validity or sufficiency of the proxies shall be decided by
the Secretary.
Directors shall be elected by a plurality of the votes
cast at an election.
All other action (unless a greater plurality is
required by law or by the Certificates of Incorporation or
by these By-Laws) shall be authorized by a majority of the
votes cast by the holders of shares entitled to vote
thereon, present in person or represented by proxy, and
where a separate vote by class is required, by a majority of
the votes cast by the stockholders of such class, present in
person or presented by proxy.
Section 10. Notification of Nomination of Directors.
Nominations for election to the Board of Directors of
the Corporation at a meeting of stockholders may be made by
the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors
at such meeting who complies with the notice procedures set
forth in this Section 10. Such nominations, other than
those made by or on behalf of the Board of Directors, may be
made only if notice in writing is personally delivered to,
or mailed by first class United States mail, postage
prepaid, and received by, the Secretary of the Corporation
(a) in the case of an annual meeting of the stockholders, in
accordance with the fourth sentence of the third paragraph
of Section 1 of these By-Laws and (b) in the case of a
special meeting of the stockholders, not earlier than the
close of business on the 120th day prior to such special
meeting and not later than the close of business on the
later of the 90th day prior to such special meeting or the
10th day following the day on which public announcement is
first made of the date of the special meeting. In no event
shall the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a
stockholder's notice as described above. Such notice shall
set forth (a) as to each proposed nominee (i) the name, age,
business address and, if known, residence address of each
such nominee, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares, if any, of
stock of the Corporation that are beneficially owned by each
such nominee and (iv) any other information concerning the
nominee that must be disclosed in proxy solicitations
pursuant to the proxy rules of the Securities and Exchange
Commission if such person had been nominated, or intended to
be nominated, by the Board of Directors (including such
person's written consent to be named as a nominee and to
serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as
they appear on the Corporation's books, of such stockholder
(ii) a representation that such stockholder is a holder of
record of shares of stock of the Corporation entitled to
vote at the meeting and the class and number of shares of
the Corporation which are beneficially owned by such
stockholder, (iii) a representation that such stockholder
intends to appear in person
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or by proxy at the meeting to nominate the person or persons
specified in the notice and (iv) a description of all
arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder. The Corporation
also may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve
as a director of the Corporation. The presiding officer of the
meeting may, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he
shall so declare to the meeting and the defective nomination
shall be disregarded.
ARTICLE III
DIRECTORS
Section 1. Number, Election and Terms.
Except as otherwise fixed pursuant to the provisions of
Article 4 of the Certificate of Incorporation relating to
the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under
specified circumstances, the number of Directors shall
consist of no less than seven and no more than thirteen
members, as shall be specifically determined from time to
time by resolution of the Board of Directors. The
Directors, other than those who may be elected by the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal
in number as possible, one class to hold office initially
for a term expiring at the annual meeting of stockholders to
be held in 1987, another class to hold office initially for
a term expiring at the annual meeting of stockholders to be
held in 1988, and a third class to hold office initially for
a term expiring at the annual meeting of stockholders to be
held in 1989, with the members of each class to hold office
until their successors are elected and qualified. At each
annual meeting of stockholders, the successors or the class
of Directors whose term expires at the meeting shall be
elected to hold office for a term expiring at the annual
meeting of stockholders held in third year following the
year of their election.
The term "entire Board" as used in these By-Laws means
the total number of Directors which the Corporation would
have if there were no vacancies.
Subject to the rights of holders of any class or series
of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election
of Directors may be made by the
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Board of Directors or a committee appointed by the Board
of Directors or by any stockholder entitled to vote in the
election of Directors generally.
Section 2. Powers.
The business, property and affairs of the Corporation
shall be managed by or under the direction on its Board of
Directors, which shall have and may exercise all the powers
of the Corporation of Incorporation, or by these By-Laws,
directed or required to be exercised or done by the
stockholders.
Section 3. Vacancies.
Except as otherwise fixed pursuant to the provisions of
Article 4 of the Certificate of Incorporation relating to
the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or
upon liquidation to elect Directors under specified
circumstances, any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal
or other cause shall be fill solely by the affirmative vote
of a majority of the remaining Directors then in office,
even though less than a quorum of the Board of Directors.
Any director elected in accordance with the preceding
sentence shall hold office until the next annual meeting of
stockholders. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term
of any incumbent Director.
Section 4. Removal.
Subject to the rights of any class or series of stock
having a preference over the Common Stock as to dividends or
upon liquidation to elect Directors under specified
circumstances, any Director may be removed from office,
without cause only by the affirmative vote of the holders of
67% of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election
of Directors, voting together as a single class.
Section 5. Regular Meetings.
Regular meetings of the Board shall be held at such
times and places as the Board may from time to time
determine.
Section 6. Special Meetings.
Special meetings of the Board may be called at any
time, at any place and for any purpose by the Chairman of
the Executive Committee, the Chairman of the Board, or the
President, or by any officer of the Corporation upon the
request of a majority of the entire Board.
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Section 7. Notice of Meeting.
Notice of regular meetings of the Board need not be
given.
Notice of every special meeting of the Board shall be
given to each Director at his usual place of business, or at
such other address as shall have been furnished by him for
the purpose. Such notice shall be given at least twenty-
four hours before the meeting by telephone or by being
personally delivered, mailed, or telegraphed. Such notice
need not include a statement of the business to be
transacted at, or the purpose of, any such meeting.
Section 8. Quorum.
Except as may be otherwise provided by law or in these
By-Laws, the presence of a majority of the entire Board
shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, and
the act of a majority of such quorum shall be deemed the act
of the Board.
Section 9. Powers.
Members of the Board, or of any committee thereof, may
participate in a meeting of such Board or committee by means
of conference telephone or similar communications equipment
by means of which all persons participating in the meeting
can hear each other and such participation shall constitute
presence in person at such meeting.
Section 10. Action Without a Meeting.
Action required or permitted to be taken pursuant to
authorization voted at a meeting of the Board, or a
committee thereof, may be taken without a meeting if, before
or after the action, all members of the Board or of the
Committee consent thereto in writing. The written consents
shall be filed with the minutes of the proceedings of the
Board or Committee. The consent shall have the same effect
as a vote of the Board or Committee thereof for all
purposes.
Section 11. Compensation of Directors.
Directors shall receive such compensation for their
services as shall be determined by a majority of the entire
Board provided that Directors who are serving the
Corporation as officers or employees and who receive
compensation for their services as such officers or
employers shall not receive any salary or other compensation
for their services as Directors.
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ARTICLE IV
OFFICERS
Section 1. Number.
The officers of the Corporation shall be a Chairman of
the Board, a President, such number of vice presidents as
the Board may from time to time determine, a Secretary and a
Treasurer. The Chairman of the Board shall be the chief
executive officer unless the Board shall otherwise
determine. The Chairman of the Board or, in his absence, or
if such office be vacant the President, shall preside at all
meetings of the stockholders and of the Board. Any person
may hold two or more offices at the same time. The Chairman
of the Board and the President shall be members of the Board
of Directors, but the other officers need not be members of
the Board.
Section 2. Election and Term of Office.
The officers of the Corporation shall be elected
annually by the Board at this first meeting of the Board
held after the annual meeting of stockholders. If the
election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as the same can
conveniently be held. Each officer, except such officers
may be elected or appointed in accordance with the
provisions of Section 3 of Article IV, shall hold his office
until his successor shall have been duly elected and shall
have qualified or until his death, resignation or removal.
All officer, agents and employees of the Corporation
shall hold their respective offices or positions at the
pleasure of the Board of Directors and may be removed at any
time by the Board of Directors with or without cause.
Section 3. Duties.
The officers, agents and employees shall perform the
duties and exercise the powers actually incident to the
offices or positions held by them respectively, and/or such
other duties and powers as may be assigned to them from time
to time by the Board of Directors.
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ARTICLE V
EXECUTIVE COMMITTEE
Section 1. Election.
At any meeting of the Board, an Executive Committee,
composed of the Chairman of the Board, the President, and
not less than two other members, may be elected by a
majority vote of the entire Board to serve until the Board
shall otherwise determine. Either the Chairman of the Board
or the President, whichever is the chief executive officer,
shall be the Chairman of the Executive Committee, and the
other shall be the Vice Chairman thereof, unless the Board
shall otherwise determine. Members of the Executive
Committee shall be members of the Board.
Section 2. Powers.
The Executive Committee shall have and may exercise all
of the powers of the Board of Directors when the board is
not in session, except that it shall have no power to (a)
elect directors or officers; (b) alter, amend or repeal
these By-Laws or any resolution or resolutions of the Board
of Directors relating to the Executive Committee; (c)
declare any dividend or make any other distribution to the
stockholders of the Corporation; (d) appoint any member of
the Executive Committee, (e) take any other action which
legally may be taken only by the Board or (f) approve the
acquisition of substantially all the assets or capital stock
of a corporation or business entity which has annual sales
in excess of twenty percent (20%) of the annual sales of the
Corporation as of the date of such approval.
Section 3. Vacancies.
Vacancies in the Executive Committee may be filled at
any time by a majority vote of the entire Board.
Section 4. Other Committees.
The Board may designate one or more other committees,
each consisting of one or more directors of the Corporation
as members and one or more directors as alternate members,
with such power and authority as prescribed in the By-Laws
or as provided in a resolution adopted by a majority of the
entire Board. Each Committee, and each member thereof,
shall serve at the pleasure of the Board.
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ARTICLE VI
LIABILITY OF DIRECTORS
A Director of the Corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except
for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the Director derived
any improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to authorize the
further elimination or limitation of the liability of a
Director, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest
extent permitted by the amended Delaware General Corporation
Law.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a Director of the
Corporation existing at the time of such repeal or
modification.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1.
The Corporation shall indemnify to the full extent
permitted by, and in the manner permissible under, the laws
of the State of Delaware any person made, or threatened to
be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a
director or officer of the Corporation or any predecessor of
the Corporation, or served any other enterprise as a
director or officer at the request of the Corporation or any
predecessor of the Corporation.
Section 2. General.
The foregoing provisions of this Article VI shall be
deemed to be a contract between the Corporation and each
director and officer who serves in such capacity at any time
while this By-Law is in effect, and any repeal or
modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts
then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole
or in part upon any such state of facts.
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The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which any director
or officer may be entitled apart from the provisions of this
Article.
The Board of Directors in its discretion shall have the
power on behalf of the Corporation to indemnify any person,
other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he,
his testator or intestate, is or was an employee of the
Corporation.
ARTICLE VIII
CAPITAL STOCK
Section 1. Certificates of Stock.
The certificates for shares of the capital stock of the
Corporation shall be in such form as shall be approved by
the Board. The certificates shall be signed by the Chairman
of the Board, the President, and also the Treasurer or the
Secretary, and may be sealed with the seal of the
Corporation, or a facsimile thereof.
The signatures of the aforesaid officers may be
facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the
Corporation or its employee. The validity of any stock
certificate of the Corporation signed and executed by or in
the name of duly qualified officers of the Corporation shall
not be affected by the subsequent death, resignation, or the
ceasing for any other reason of any such officer to hold
such office, whether before or after the date borne by or
the actual delivery of such certificate.
The name of the person owning the shares represented
thereby, with the number of such shares and the date of
issue, shall be entered on the Corporation's capital stock
records.
All certificates surrendered to the Corporation shall
be canceled, and no new certificates shall be issued until
the former certificate for the same number of shares shall
have been surrendered and canceled except in case of a lost
or destroyed certificate.
The Corporation may treat the holder of record or any
share or shares of stock as the holder in fact thereof, and
shall not be bound to recognize any equitable or other claim
to interest in any such share or shares on the part of any
other person, whether or not it shall express or other
notice thereof, save as expressly provided by law.
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Section 2. Lost, Stolen or Destroyed Certificates.
The Corporation may issue a new certificate for shares
in place of a certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and the Board may
require the owner of the lost or destroyed certificate, or
his legal representative, to give the Corporation a bond in
form satisfactory to the Corporation sufficient to indemnify
the Corporation, its transfer agents and registrars against
any claim that may be made against them on account of the
alleged lost or destroyed certificate or the issuance of
such a new certificate.
Section 3. Transfer of Shares.
Shares of the capital stock of the Corporation shall be
transferable by the owner thereof in person or by duly
authorized attorney, upon surrender of the certificates
therefore properly endorsed. The Board, at its option, may
appoint a transfer agent and registrar, or one or more
transfer agents and one or more registrars, or either, for
the stock of the Corporation.
Section 4. Regulations.
The Board shall have power and authority to make all
such rules and regulations as they may deem expedient
concerning the issue, transfer and registration of
certificates for shares of the capital stock of the
Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments of By-Laws.
Subject to the provisions of the Certificate of
Incorporation, these By-Laws may be altered, amended or
repealed at any regular meeting of the stockholders (or at
any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to
vote at such meeting; provided that in the notice of such
special meeting notice of such purpose shall be given.
Subject to the laws of the State of Delaware, the
Certificate of Incorporation and these By-Laws, the Board of
Directors may by majority vote of those present at any
meeting at which a quorum is present amend these By-Laws, or
enact such other By-Laws as in their judgment may be
advisable for the regulation of the conduct of the affairs
of the Corporation.
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ARTICLE X
CORPORATE SEAL
The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal 1986-Delaware." Said seal may be used by
causing it or a facsimile or equivalent thereof to be
impressed or affixed or reproduced, and shall be in the
custody of the Secretary. If and when so directed by the
Board, a duplicate of the seal may be kept and used by the
Treasurer, or by any Assistant Treasurer or Assistant
Secretary.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1. Dividends.
Dividends upon the outstanding shares of the
Corporation may be paid from any source permitted by law.
Dividends may be declared at any regular or special meeting
of the Board and may be paid in cash or other property or in
the form of a stock dividend.
Section 2. Fiscal Year.
The fiscal year of the Corporation shall end on the
31st day of March of each year, unless otherwise provided by
resolution of the Board.
Section 3. Stock in Other Corporation.
Any shares of stock in any other corporation which may
from time to time be held by the Corporation may be
represented and voted at any meeting of stockholders of such
corporation by the Chairman or the President of the
Corporation or by any other person or persons thereunto
authorized by the Board, or by any proxy designated by
written instrument of appointment executed in the name of
the Corporation either by the Chairman, the President, or a
Vice President, and attested by the Secretary or an
Assistant Secretary.
Shares of stock in any other corporation which shares
are owned by the Corporation need not stand in its name, but
may be held for its benefit in the individual name of the
Chairman or of any other nominee designated for the purpose
by the Board. Certificates for shares so held for the
benefit of the Corporation shall be endorsed in blank, or
have proper stock powers
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attached so that said certificates are at all times in due
form for transfer, and shall be held for safekeeping in such
manner as shall be determined from time to time by the Board.
Section 4. Election of Auditors.
The directors shall select independent auditors to
audit the books and records of the Corporation for the
current fiscal year, subject to the approval of the
stockholders at the annual meeting. Should the auditors so
elected resign, be removed for good cause shown, or
otherwise fail to serve during or with respect to said year,
a majority of the directors shall select a substitute firm
of auditors to serve with respect to said year.