upr000196 4

members of said Board of D irectors, at least fiv e (5 ) days before the date set fo r such m eetiig; provided, however, that where a l l meetiag of the Board, or sh all sign a written consent to the holdirg o f a special meeting, no notice of such meeting sh a ll be required* , Sec. 4. Whenever any vacancies occur in the Board o f Directors, by death, resignation, or otherwise, the same sh a ll be f i l l e d without undue delay by a m ajority vote of the ranainirg vacancies, s h a ll hold o ffic e u n til the next annual meeting o f stockholders, or u n til h is successor is elected and q u a lifie d . Sec. 1# There sh a ll be an executive committee, to consist o f two members of the Board, who sh a ll be elected by the Board of Directors. One member o f the committee sh all be elected it s chairman by the committee. Such committee sh a ll be chosen annually at the f i r s t meetirg of the Board of Directors a fte r tlie annual election, or as soon th ereafter as possible, and s h a ll, when the Board is not in session, have a l l the powers of the Board to manage and direct a l l the business and a f f a ir s of the company in such raanner as said committee sh a ll deem best fo r it s in terests in a l l cases in which, sp ecific directions sh a ll not ha#© been given by the Board. *^ S ec. 2. The executive committee may appoint such subordinate committees as it sh all deem necessary, and sh all keep a f u ll and accurate record of a l l it s acts and, proceedings, and report the same from time to time to the Board. Sec. 3* Regular meetiigs of the executive committee sh all be held on days to be fixed by vote of a m ajority o f the executive members o f the Board o f Directors are present at a special manbers o f the Board. The persons so chosen to f i l l such r ARTICIE I I I . Executive Conmittee (3)