COOPERATIVE CITRUS-FRUIT MARKETING AGENCY. 53 
Section 7. — Notice of Regular Meeting of Directors. — No notice of the regular meet- 
ings of the directors need be given, but each director shall take notice thereof. No- 
tice of such meeting is hereby dispensed with. 
Section 8. — Notice of Special Meeting of Directors. — Notice of each special meeting 
of the directors shall be given by mailing to each director a sealed envelope con- 
taining a copy of the call for such meeting, addressed to his residence or place of 
business. Such envelopes shall be deposited in the post office at Los Angeles, Cal- 
ifornia, with the postage thereon prepaid, at least two days prior to the time of such 
meeting. Such envelopes shall be mailed by the Secretary, but in case he is un- 
able or refuses to act, such envelopes may be so addressed and mailed by any person 
who shall have signed the call for such meeting. 
Article IV. — Power of Directors. 
The directors shall have power: 
(a) To call special meetings of the members when they deem it necessary. And 
they shall call a meeting at any time upon the written request of one-third of the 
members. 
(b) To appoint and remove, at pleasure, all officers, agents, and employees of the 
Exchange, prescribe their duties, fix their compensation, and require from them, if 
deemed advisable, security for faithful service. 
(c) To conduct, manage, and control the affairs and business of the Exchange and 
to make rules and regulations not inconsistent with the laws of the State of California, 
the articles of incorporation of the Exchange or its by-laws for the guidance of the 
officers and management of its affairs. 
Article V. — Duties of Directors. 
It shall be the duty of the directors: 
(a) To keep a complete record of all their business transactions, their minutes 
and acts, and of the proceedings of the members, and present a full statement at the 
regular annual meeting of the members, showing in detail the condition of the 
affairs of the Exchange. A similar statement shall be presented at any other meet- 
ing of the members when thereto required by at least one-third of the members of 
the Exchange. 
(b) To supervise all officers, agents, and employees and see that their duties are prop- 
erly performed. To cause to be issued to the members appropriate certificates of 
membership as prescribed by order of the board of directors. 
(c) To carry out and faithfully perform the terms of all contracts which shall be 
made by this Exchange with the several District Exchanges, as well as the terms of 
all other contracts which may be entered into by this Exchange. 
(d) The directors shall receive no compensation or expenses from the Exchange 
for their services in acting as directors of the Exchange. 
Article VI. — Officers. 
The officers of the Exchange shall be a President, one or more Vice-Presidents, a 
Secretary, one or more Assistant Secretaries, a Cashier, one or more Assistant Cash- 
iers, a Treasurer and a General Manager, together with any other officers which 
the board of directors may see fit in its discretion to provide for by resolution entered 
upon its minutes. 
The compensation and tenure of office of all officers of the Exchange other than 
directors shall be fixed and determined by the board of directors. 
Article VII. — The President. 
The board of directors shall, at their first regular meeting, elect one of their num- 
ber to act as President; and if at any time the President shall be unable to act, the 
First Vice-President shall take his place and perform his duties; and if the Vice- 
President shall also be unable to act, then the Second Vice-President shall act; and 
if both the First and Second Vice-Presidents from any cause shall be unable to act, 
the Board shall appoint one of its members to act, in whom shall be vested for the 
time being all the duties and functions of President. The President, or in his absence 
such Vice-President or director acting as President shall: 
(a) Preside over all meetings of the members and directors. 
(b) Sign, as President, all certificates of membership, and all contracts and other 
instruments which have been first approved by the board of directors. 
(c) Call the directors together whenever he deems it necessary, and discharge such 
other duties as may be required of him by these by-laws. 
