In furtherance and not in limitation of any of the other provisions hereof and of the powers and authority vested in the Committee hereunder, the Depositors do hereby give and grant unto the said Committee full power and authority to call and to attend all stockholders' meetings, and at such meetings to vote, in such manner as the Committee may in its absolute discretion deem advisable, on the stock deposited hereunder on all questions which may come up at such meetings, including the voting for the election of directors, as fully to all intents as the Depositors might or could do if personally present, hereby giving and granting unto the said Committee full power of substitution and revocation.
7. The Committee shall elect a Chairman and Secretary and may from time to time choose such other officers and confer upon any of its officers such powers as to it may seem proper, and may make, from time to time, and alter and rescind such rules and regulations for the conduct of its business as may seem advisable. Any member of the Committee may by written appointment empower any person (who may be member of the Committee) to vote and act at any meeting of the Committee, including any adjournment or adjournments thereof, as his proxy with all the powers of the member making the appointment; and a majority of the members of the Committee as at any time constituted shall constitute a quorum. Any action may be taken upon the consent of a majority of the whole Committee given in person or by proxy at a meeting, or in writing without a meeting, and such action of the majority shall constitute the action of the Committee and shall have the same effect as if assented to by the whole Committee.
Any member of the Committee may resign by giving notice in writing to the Chairman or Secretary thereof, and the Committee may settle any account or transaction with such member and give full release and discharge upon such resignation. The Committee may add to its number. It may, but need not, fill all vacancies occurring in the Committee by death, resignation, or otherwise, and all substituted or additional members so appointed shall possess and exercise all the powers and duties hereby conferred upon the original members as fully and in every respect as if they had been originally named as parties hereto.
The present or future members of the Committee or the Trust Company Depositary hereunder may be or become Depositors hereunder and may be or become pecuniarily interested in any of the property or matters which are the subject of this Agreement, including the right to become members of any syndicate formed in connection therewith, and they or any of them may become voting trustees or officers or directors or stockholders or employees of any corporations now existing or which may be hereafter organized in connection therewith, or otherwise. All actions of the Committee, or its members, or of the Depositary in good faith shall be valid notwithstanding such interest.
8: The.Committee may appoint and discharge such several counsel, attorneys, agents and employees as it may see fit, and upon such terms as the Committee shall agree upon for such respective counsel, attorneys, agents and employees. Neither the Committee nor any member thereof shall be personally liable for any act or omission of any agent or employee selected by it or them or any of them, nor for any action taken or not taken, in good faith in the belief that any deposited security or other instrument or any signature is genuine or effective, nor for anything done or not done under the advice of counsel, nor for any error of judgment or mistake of law or fact, nor for anything except his, its or their own individual wilful misconduct, and neither the Committee nor any member thereof shall be personally liable for acts or defaults of the other or of each other or of any other person or body, nor shall said Committee nor any of its members be liable for any failure to exercise any of the powers hereby granted.
The determination of the Committee of the fair proportion of the compensation, if any, of any member of the Committee and the expenses and disbursements of the Committee payable by any Depositor upon the termination of this Agreement, or upon his withdrawal therefrom in accordance with the provisions hereof, shall be final and conclusive. In no such event shall the liability of any Depositor (except for the actual charges incurred in any litigation in which the Committee may become involved either as parties thereto or by intervention or recognition without becoming actual parties) exceed fifteen cents for each share of common stock represented by Certificates of Deposit surrendered upon such termination or withdrawal unless a greater sum shall have been consented to in writing by the said Depositor or his predecessor in interest.
The members of the Committee, whether personally interested as stockholders or not, shall be entitled to be reimbursed for their disbursements and expenses hereunder, and to such reasonable compensation as the Committee may determine, and any plan and Agreement of reorganization or readjustment which the Committee may adopt or approve, as herein provided, may make provision for all expenses of the Committee.
9. The Committee may construe this Agreement and any plan adopted hereunder, and its construction thereof and action thereunder in good faith shall be final and conclusive. The Committee may supply any defect or omission or reconcile any inconsistencies in such manner and to such extent as may be deemed by it necessary or advisable to carry out the general purposes of this Agreement or of any such plan, properly and effectively, and the Committee shall be the sole judge of such necessity and advisability. It may attempt to carry one or more plans into effect and abandon or modify the same in any and all respects. The enumeration of specific powers hereby given to the Committee shall not be construed to limit or restrict the general powers herein conferred or intended so to be, and it is distinctly declared that it is the intention to confer upon the Committee, in respect to all shares of stock deposited or to be deposited, and in all other respects, all powers which the Committee may deem necessary or expedient in or towards the carrying out or performing the general purposes hereof in any respect, even though such power be apparently of a character not now contemplated. The methods and means and details to be adopted shall be entirely discretionary with the Committee. The Committee shall have full power to organize any corporation provided for under any plan adopted hereunder and to vote upon any stock thereof, by proxy or otherwise, and to appoint or to concur in the appointment of trustees in any voting trust therein, or in any voting trust in the stock of the company.