AIRGAS, INC.
BY-LAWS
(AMENDED AUGUST 2, 1999)
______________________________
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.
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) be 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 suchanniversary 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
holders of any class or series of stock having a preference over the Common
Stock as to dividends or on liquidation, a special meeting of the
stockholders may be called only by (i) the Chairman of the Board, (ii) the
President, (iii) the Board of Directors pursuant to a resolution approved
by a majority of the entire Board of Directors, or (iv) subject to the
procedures set forth in this Section 2, pursuant to a request of 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. Upon request in writing sent by registered mail to the
Chairman of the Board or the President by any stockholder or stockholders
entitled to call a special meeting of the stockholders pursuant to this
Section 2, the Board of Directors shall determine a place and time for such
meeting, which time shall not be less than ninety (90) nor more than one
hundred and twenty (120) days after the receipt and determination of the
validity of such request, and a record date for the determination of
stockholders entitled to vote at such meeting in the manner set forth in
Section 6 hereof. Following such receipt and determination, it shall be
the duty of the Secretary to cause notice to be given to the stockholders
entitled to vote at such meeting, in the manner set forth in Section 4
hereof, that a meeting will be held at the time and place so determined.
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.
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
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
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
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
filled 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.
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.
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 shall be a member 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 the 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 officers, 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.
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.
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 VII 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.
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.
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.
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 Corporations.
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
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.