|
Article 3 / 1:
The business of the UBO shall be managed and
its company powers exercised by a board of
two (2) Directors, each of whom shall be of
full age.
Article 3 / 2:
Directors shall be elected at the annual
meeting of Shareholders and each Director
elected shall hold office until his
successor has been elected and qualified, or
until his prior resignation or removal.
Article 3 / 3:
If the office of any Director, member of a
committee or other officer becomes vacant,
the Directors in office, by a majority vote,
may appoint any qualified person to fill
such vacancy, who shall hold office for the
unexpired term and until his successor shall
be duly chosen.
Article 3 / 4:
Any or all of the Directors may be removed
with or without cause by vote of a majority
of all of the shares outstanding and
entitled to vote at a special meeting of
Shareholders called for that purpose.
Article 3 / 5:
The number of Directors may be increased by
amendment of these by-laws, by the
affirmative vote of a majority in interest
of the Shareholders, at the annual meeting
or at a special meeting called for that
purpose, and by like vote the additional
Directors may be chosen at such meeting to
hold office until the next annual election
and until their successors are elected and
qualify.
Article 3 / 6:
A Director may resign at any time by giving
written notice to the Board, the President
or the Secretary of the UBO Unless otherwise
specified in the notice, the resignation
shall take effect upon receipt thereof by
the Board of such officer, and the
acceptance of the resignation shall not be
necessary to make it effective.
Article 3 / 7:
A majority of the Directors shall constitute
a quorum for the transaction of business.
Article 3 / 8:
The Board may hold its meeting at the office
of the UBO or at such other places as it may
from time to time determine.
Article 3 / 9:
A regular annual meeting of the Board may be
held without notice at such time and place
as it shall from time to time determine.
Special meetings of the Board shall be held
upon notice to the Directors and may be
called by the President upon three
(3) days
notice to each Director either personally or
by mail or by wire; special meetings shall
be called by the President or by the
Secretary in a like manner on written
request of two (2) Directors. Notice of a
meeting need not be given to any Director
who submits a waiver of notice whether
before or after the meeting or who attends
the meeting without protesting prior thereto
or at its commencement, the lack of notice
to him.
Article 3 / 10:
A regular annual meeting of the Board shall
be held immediately following the annual
meeting of Shareholders at the place of such
annual meeting of Shareholders.
Article 3 / 11:
The Board, by resolution, may designate two
(2) or more of their members to any
committee. To the extent provided in said
resolution, or these by-laws, said committee
shall exercise the powers of the Board,
concerning the management of the business of
the UBO.
Article 3 / 12:
No compensation shall be paid to Directors,
as such, for their services, but by
resolution of the Board, a fixed sum and
expenses for actual attendance, at each
regular or special meeting of the Board may
be authorized. Nothing herein contained
shall be construed to preclude any Director
from serving the UBO in any other capacity
and receiving compensation therefore. |