15. The newly elected board may meet at such place and time as shall be fixed by the vote of the stockholders at the annual meeting, for the purpose of organization and otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting; PROVIDED a majority of the whole board shall be present; or such place and time may be fixed by the consent in writing of all the directors.

16. Regular meetings of the board may be held without notice at such time and place as shall from time to time be determined by the board.

17. At all meetings of the board a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the board of directors, except as may otherwise specifically be provided by statute or by the certificate of incorporation or by these by-laws.

18. Special meetings of the board may be called by the president on three days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Officers

19. The officers of the corporation shall be a president, one or more vice-presidents, secretary, treasurer, assistant secretary and assistant treasurer. Any two of the aforesaid offices, except those of president and vice-president, may be filled by the same person.

20. The board of directors, at its first meeting after each annual meeting of stockholders, shall elect by ballot a president and vice-president from their own number, and the board shall also annually choose a secretary and a treasurer who need not be members of the board.

21. The board may appoint such other officers and agents as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board.

22. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

23. The officers of the corporation shall hold office for one year and until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors.

(12) Compensation Of Directors

24. Directors, as such, shall not receive any stated salary for their services, but by resolution of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; PROVIDED, That nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

25. Members of special or standing committees may be allowed like compensation for attending committee meetings.