At the annual meeting the Directors shall present a report of their proceedings and of their financial transactions, and it shall be in order for any stockholder to present for consideration any subject relating to the welfare of the Association. Notice of all annual meetings to be mailed to the last recorded address of each stockholder as furnished to the Secretary as hereinafter provided, at least five days before the date of said meeting.
Section 2. Special meetings of the stockholders may be called by order of the Board of Directors when deemed necessary by them, or on the written request of at least five stockholders, and notice of such meetings shall be given in the same manner as above provided in the case of the annual meetings.
Section 3. The stockholders present in person or by proxy at an annual meeting shall constitute a quorum; at special meetings one-third in interest of the stockholders in person or by proxy shall be required to constitute a quorum. All proxies shall be dated within ninety days of the meeting when they are to be used.
Section 4. The stockholders at the annual meeting may name a maximum sum, all or any part of which in their discretion, in such proportions as they see fit, the Directors may appropriate as salary for the Officers.
Section 5. At each annual meeting the stockholders shall elect twenty of their own number by ballot, to act as a Board of Directors. The majority of the votes cast shall elect. At such election the stockholders shall appoint two persons to act as Judges of the election, and the election shall be conducted in accordance with Section 8 of the Act of Assembly of April 28th, 1874, regulating corporations. Cumulative voting shall be allowed as provided for in Section 10 of the said Act of 1874, and amended by Act of April 25th, 1876.
Section 6. The Board of Directors shall hold stated meetings on the day and immediately after the annual meeting. It shall hold regular monthly meetings at such place and on such day and hour as it shall from time to time determine. Special meetings shall be held upon the call of the President or two Directors, said call to be mailed to the Board of Directors at least three days before the time of meeting. Those Directors who are present shall constitute a quorum for the transaction of business, provided not less than three are in attendance.
Article V. Directors.
Section 1. The business of the corporation shall be managed by a Board of twenty Directors who shall be elected by the stockholders at each annual meeting, and shall hold office for one year or until their successors shall be chosen.
Section 2. In case of the death, resignation, disqualification or removal of any of the Directors, the Board of Directors may fill the vacancy by the election of a member for the unexpired term. The Directors shall elect the Officers of the Company, viz.: President, Vice-President, Secretary and Treasurer. The Secretary and Treasurer may or may not be Directors.
Section 3. The Directors shall have full authority to make contracts and shall take all steps necessary for the conduct of the business; they shall have power to appoint whatever officers, agents and employees may be necessary to properly carry on the business of the Company, and to discharge them at any time, and prescribe and fix the compensation of such officers, agents or employees, subject to the vote of the stockholders, as prescribed in Article 4. They shall have full control and management of all the business of the Company, and may delegate to such Agent or Agents, as they deem best, such of their powers as they may find necessary and for the advantage of the Company to so delegate.