This section is from the book "Business Law - Case Method", by William Kixmiller, William H. Spencer. See also: Business Law: Text and Cases.
12. The property and business of this corporation shall be managed by its board of directors, three in number. They shall be elected by the stockholders, at the annual meeting of the stockholders of the corporation, and each director shall be elected to serve for the term of one year, and until his successor shall be elected and shall qualify.
13. In addition to the powers and authorities by these by-laws expressly conferred upon them, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
14. Without prejudice to the general powers conferred by the last preceding clause, and the other powers conferred by statute, by the certificate of incorporation and by these by-laws, it is hereby expressly declared that the Board of Directors shall have the following powers, that is to say:
(1) From time to time to make and change rules and regulations, not inconsistent with these by-laws or charter, for the management of the corporation's business and affairs.
(2) To purchase, or otherwise acquire for the corporation any property, rights, or privileges which the corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as they think fit.
(3) At their discretion to pay for any property or rights acquired by the corporation, either wholly or partly in money, stock, bonds, debentures, or other securities of the corporation.
(4) To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, and to do every other act and thing necessary to effectuate the same.
(5) To appoint and at their discretion remove or suspend such subordinate officers, agents or servants, permanently or temporarily, as they think fit, and to determine their duties, and fix, and from time to time change their salaries or emoluments, and to require security in such instances and in such amounts as they think fit.
(6) To confer by resolution upon any appointed officer of the corporation the power to choose, remove or suspend such subordinate officers, agents or servants.
(7) To appoint any person or corporation to accept and hold in trust for the corporation any property belonging to the corporation, or in which it is interested, or for any other purpose, and to execute and do all such deeds and things as may be requisite in relation to any such trust.
(8) To determine who shall be authorized on the corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
(9) To delegate any of the powers of the board in the course of the current business of the corporation to any standing or special committee or to any officer or agent or to appoint any persons to be the agents of the corporation with such powers (including the power to sub-delegate) and upon such terms as they think fit.
 
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