Common use of Number, Tenure and Qualifications Clause in Contracts

Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the whole Board but shall consist of not more than thirteen nor less than three directors. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholders. Each director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.

Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors of the Corporation shall be fixed fixed, and may be increased or decreased from time to time time, exclusively pursuant to a by resolution adopted approved by the affirmative vote of a majority of the whole Board but shall consist of not more than thirteen nor less than three directorsWhole Board. The directors, other than those who may be elected by the holders of any outstanding series of Preferred StockStock as set forth in the Certificate of Incorporation, shall be divided, with respect to the time for which they severally hold office, divided into three classes, as nearly equal in number as possiblepossible and designated Class I, with the Class II and Class III. Class I shall be initially elected for a term of office of the first class to expire expiring at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the to be held in 2008, Class II shall be initially elected for a term of office of the third class to expire expiring at the 1998 annual meeting of stockholdersstockholders to be held in 2009, and Class III shall be initially elected for a term expiring at the annual meeting of stockholders to be held in 2010. Each director Members of each class shall hold office until his or her successor shall have been duly their successors are elected and qualified. At each succeeding annual meeting of stockholdersthe stockholders of the Corporation, commencing with the 1996 annual meeting, (i) directors elected to succeed those successors of the class of directors whose terms then expire term expires at that meeting shall be elected for a term of office to expire expiring at the third succeeding annual meeting of stockholders after held in the third year following the year of their election. In case of any increase or decrease, with each director from time to hold office until his or her successor shall have been duly elected and qualifiedtime, and (ii) if authorized by a resolution in the number of the Board of Directorsdirectors, directors other than those who may be elected to fill by the holders of any vacancy on outstanding series of Preferred Stock as set forth in the Board Certificate of DirectorsIncorporation, regardless the number of how such vacancy directors in each class shall have been createdbe apportioned as nearly equal as possible.

Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Board shall be comprised of seven (7) Initial Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstancesthis Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority the Board of the whole Board Directors, but shall consist of not less than five (5) nor more than thirteen nor less than three (13) directors. The directorsHowever, other than those who may no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be elected by divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any series of Preferred Stockclass (each, an “Appointed Director”), and who shall be dividedelected or appointed by the Allocation Member. Classes I, with respect to the time for which they severally hold office, into three classes, II and III shall be divided as nearly equal in numbers as the then total number as possibleof directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the first class to expire at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholders. Each initial terms provided below) each such director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office to expire for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of stockholders after their electionthe Members following closing of the Initial Public Offering. The initial Class I directors are Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. The initial Class II directors are Xxxxx X. Xxxxxxxxxxx and Xxx Xxxxxxx. The initial Class III directors are C. Xxxx Xxx and D. Xxxxxx Xxxxx. Any director filling any Class I, with each director II or III vacancy pursuant to Section 6.8 shall hold office until his or her successor the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, and (ii) if authorized by a resolution or until such director’s earlier death, resignation or removal. Directors need not be residents of the Board State of DirectorsDelaware or Members. The Allocation Member has designated I. Xxxxxx Xxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, directors may be or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected to fill any vacancy on the Board of Directorsor appointed and qualified, regardless of how such vacancy shall have been createdor until his or her earlier death, resignation or removal in accordance with this Article 6.

Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Board shall be comprised of seven (7) Initial Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstancesthis Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority the Board of the whole Board Directors, but shall consist of not less than five (5) nor more than thirteen nor less than three (13) directors. The directorsHowever, other than those who may no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be elected by divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any series of Preferred Stockclass (each, an “Appointed Director”), and who shall be dividedelected or appointed by the Allocation Member. Classes I, with respect to the time for which they severally hold office, into three classes, II and III shall be divided as nearly equal in numbers as the then total number as possibleof directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the first class to expire at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholders. Each initial terms provided below) each such director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a three year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office to expire for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of stockholders after their electionthe Members following closing of the Initial Public Offering. The initial Class I directors are Mxxx X. Xxxxxxx and Hxxxxx X. Xxxxxxx. The initial Class II directors are Jxxxx X. Xxxxxxxxxxx and Txx Xxxxxxx. The initial Class III directors are C. Sxxx Xxx and D. Exxxxx Xxxxx. Any director filling any Class I, with each director II or III vacancy pursuant to Section 6.8 shall hold office until his or her successor the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, and (ii) if authorized by a resolution or until such director’s earlier death, resignation or removal. Directors need not be residents of the Board State of DirectorsDelaware or Members. The Allocation Member has designated I. Jxxxxx Xxxxxxx as the initial Appointed Director. The Appointed Director shall hold office until his successor is elected or appointed and qualified, directors may be or until his or her earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected to fill any vacancy on the Board of Directorsor appointed and qualified, regardless of how such vacancy shall have been createdor until his or her earlier death, resignation or removal in accordance with this Article 6.

Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the whole Whole Board but shall consist of not more than thirteen seventeen nor less than three directors. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1996 1995 annual meeting of stockholders, the term of office of the second class to expire at the 1997 1996 annual meeting of stockholders and the term of office of the third class to expire at the 1998 1997 annual meeting of stockholders. Each director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.. In order to be qualified to serve as a director, a person must (a) not have attained the age of seventy (70) years and (b) either

Number, Tenure and Qualifications. As provided by Section 6.1, the Current Board is comprised of eight (8) Current Directors and at all times shall consist of at least a majority of Independent Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstancesthis Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority the Board of the whole Board Directors, but shall consist of not less than five (5) nor more than thirteen nor less than three (13) directors. The directorsHowever, other than those who may no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be elected by divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. On the date hereof, each Current Director shall continue in the same class of directors (i.e., Class I, Class II or Class III) as such Current Director was elected into prior to the effectiveness of this Agreement. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any series of Preferred Stockclass (each, an “Appointed Director”), and who shall be dividedelected or appointed by the Allocation Member. Classes I, with respect to the time for which they severally hold office, into three classes, II and III shall be divided as nearly equal in numbers as the then total number as possibleof directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the first initial terms provided below) each such director shall be elected for a three year term. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class to expire at for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of each director in Classes I, II and III shall be the 1996 annual meeting period from the effective date of stockholders, such director’s election until the end of the term of office provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the second class to expire at State of Delaware or Members. The Allocation Member has designated Xxxxx X. Xxxx as the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholdersAppointed Director. Each director The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her successor earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his successor is elected or her successor shall have been duly elected appointed and qualified, and (ii) if authorized by a resolution of the Board of Directorsor until his or her earlier death, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been createdresignation or removal in accordance with this Article 6.

Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the Certificate of Incorporation to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the whole Board of Directors, but shall consist of not more than thirteen nine (9) nor less than three (3) directors. The directors, other than those who may be elected by the holders of any series of Preferred StockStock or any other series or class of stock as set forth in the Certificate of Incorporation, shall be divided, classified with respect to the time for which they severally hold office, office into three classes, as nearly equal in number as possible, with and designated as Class I, Class II and Class III, at the term first annual meeting of office stockholders when the Corporation shall have at least 800 stockholders as determined under Section 2115 of the California Corporations Code (hereinafter, the “First Meeting”). The Directors first class appointed to expire Class I at the 1996 First Meeting shall hold office for a term expiring at the annual meeting of the stockholders immediately following the First Meeting; the Directors first appointed to Class II shall hold office for a term expiring at the second annual meeting of the stockholders following the First Meeting; and the Directors first appointed to Class III shall hold office for a term expiring t the third annual meeting of the stockholders following the First Meeting. Members of each class shall hold office until their successors are elected and qualified. Thereafter, at each succeeding annual meeting of the stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election, and until their successors are elected and qualified. Notwithstanding the foregoing, if at the time of any annual meeting of stockholders, the term corporation is prohibited by applicable law from having a classified Board of office Directors, all of the second class to expire Directors shall be elected at such annual meeting for a one year term only. If at the 1997 time of any subsequent annual meeting of stockholders the Corporation is no longer prohibited by applicable law from having a classified Board of Directors, the Board of Directors shall again be classified in accordance with the first sentence of this paragraph, and the term of office of the third class to expire at the 1998 such annual meeting of stockholders. Each director shall hold office until his or her successor shall have been duly Directors initially elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected to serve in either Class I, Class II or Class III to hold office for a term of office to expire expiring at the first, second or third succeeding annual meeting of stockholders after their electionthe stockholders, respectively; thereafter successors to each Class shall be elected in accordance with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution the fourth sentence of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been createdparagraph.

Number, Tenure and Qualifications. Subject to the rights of Manager, Members of the holders Management Committee. The initial Manager(s) of the Company shall be Edwaxx Xxxxxxxx (xx designated by Telergy) and Michxxx Xxxxxxx (xx designated by Energy East) and their titles shall be President and Vice President (hereinafter collectively referred to as ("Manager"), respectively. The President and Vice President shall act collectively as Manager and with the aforesaid titles at the discretion of the Management Committee. In the event the President and Vice President disagree on any series issue within the scope of Preferred Stock to elect directors under specified circumstancesthe Manager's responsibility, the number decision of directors the President shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the whole Board but shall consist of not more than thirteen nor less than three directorscontrolling. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholders. Each director Manager shall hold office until his or her respective successor is appointed by the Member making the initial appointment as provided in this Section 5.6, unless he or she resigns or is removed under Section 5.7. The Management Committee shall, as provided in Section 1.31, initially be comprised of six individuals, each of whom shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office serve until his or her successor is appointed by the Member making the initial appointment as provided in Section 1.31, unless he or she resigns or is removed under Section 5.7. The parties agree that the costs associated with the time Management Committee members expend on the Company shall have been duly elected not be reimbursed by the Company but that Management Committee members shall be reimbursed by the Company for all out-of-pocket expenses associated with Management Committee activities, including, but not limited to, travel expenses. Any vacancy in the office of President and qualified, and (ii) if authorized Vice President or in the Management Committee created by a resolution removal or resignation of any of its members shall promptly be filled by action of the Board Member entitled to appoint the President, Vice President or the member of Directors, directors may be elected the Management Committee whose removal or resignation gave rise to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been createdvacancy.

Number, Tenure and Qualifications. Subject In accordance with Section 2.9 of the Agreement and Plan of Merger between MidWestOne Financial Group, Inc. and Central Bancshares, Inc., dated November 20, 2014 (the “Agreement”), the following provisions shall govern directors to the rights of the holders exclusion of any series of Preferred Stock provision in these bylaws to elect directors under specified circumstances, the contrary. Terms capitalized but not otherwise defined in this Section shall have the meaning given to them in the Agreement. The number of directors in excess of five shall be fixed determined from time to time exclusively pursuant to a by resolution adopted by the holder(s) of a majority of the whole Board but shall consist outstanding shares of not more than thirteen nor less than the bank’s common stock, provided that, at the Effective Time, three directors. The directors, other than those who may be elected by of the holders of any series of Preferred Stock, directors shall be divided, with respect persons serving as directors of Central Bank immediately prior to the time for which they severally hold office, into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholdersEffective Time. Each director shall hold office until the next annual meeting of the shareholder(s) and until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholdersshall qualify, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office or until his or her successor death or until he or she shall resign or shall have been duly elected removed from office in a manner provided by Section 606 of the Iowa Banking Act. A director may resign by filing his or her written resignation with the chairman of the board of directors and qualifiedpresident. Each director shall be over eighteen and under seventy-two years of age at the time of election, a citizen of the United States, and (ii) if authorized by a resolution majority of the Board directors shall be citizens of Directors, the State of Iowa. The age restrictions otherwise applicable to a particular director may be waived each year by majority vote of the directors other than the director so affected. The board of directors may appoint individuals to serve as honorary directors or as directors emeritus pursuant to the provisions of Section 614 of the Iowa Banking Act. An individual so appointed shall not vote at any meeting of the board of directors, shall not be elected counted in determining a quorum, and shall not be charged with any responsibilities or be subject to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been createdliabilities imposed upon directors.

Number, Tenure and Qualifications. As provided by Section 6.1, the Initial Board shall be comprised of eight (8) Initial Directors and at all times from and after the closing of the Initial Public Offering the composition of the Board of Directors shall consist of at least a majority of Independent Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstancesthis Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the whole Board of Directors, but shall consist of not less than five (5) nor more than thirteen nor less than three (13) directors. The directorsHowever, other than those who may no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be elected by divided into three classes: Class I, Class II, Class III, with the holders of Common Shares entitled to elect or appoint the Class I, II, and III directors. In addition, the Board of Directors shall include two (2) directors (or, if there are nine (9) or more directors then serving on the Board of Directors, three (3) directors), who shall not be a member of any series of Preferred Stockclass (each, an “Appointed Director”), and who shall be dividedelected or appointed by the Allocation Member. Classes I, with respect to the time for which they severally hold office, into three classes, II and III shall be divided as nearly equal in numbers as the then total number as possibleof directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the first class to expire at the 1996 annual meeting of stockholders, the term of office of the second class to expire at the 1997 annual meeting of stockholders and the term of office of the third class to expire at the 1998 annual meeting of stockholders. Each initial terms provided below) each such director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a three (3) year term. If the number of such directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. The initial Class I directors shall hold office for a term expiring at the first annual meeting of the Members following closing of the Initial Public Offering, the initial Class II directors shall hold office to expire for a term expiring at the second succeeding annual meeting of the Members following closing of the Initial Public Offering, and the initial Class III directors shall hold office for a term expiring at the third succeeding annual meeting of stockholders after their electionthe Members following closing of the Initial Public Offering. The initial Class I directors are Xxxxxxx X. Xxxxxx and Xxxx X. Xxxx. The initial Class II directors are Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx. The initial Class III directors are Xxxxx X. X. Xxxx and Xxxxxx X. Xxxxxxxx. Any director filling any Class I, with each director II or III vacancy pursuant to Section 6.8 shall hold office until his or her successor the next election of the class for which such director shall have been chosen and until its successor shall be elected and qualified. The term of each director in Classes I, II or III shall be the period from the effective date of such director’s election until the end of the term provided in this paragraph, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the State of Delaware or Members. The Allocation Member has designated Xxxxxx X. Xxxxxx and (ii) if authorized by Xxxxxxx X. Xxxxx as the initial Appointed Directors. Each Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article VI. Any director filling a resolution Appointed Director vacancy pursuant to Section 6.8 shall hold office until his successor is elected or appointed and qualified, or until his or her earlier death, resignation or removal in accordance with this Article VI. The Allocation Member has the exclusive right to appoint or remove Appointed Directors, including as to any vacancies, due to increase in the size of the Board or the death, resignation or removal of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been createdAppointed Director.

Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the whole Board but shall consist Whole Board. Commencing with the date of not more than thirteen nor less than three directors. The these Bylaws, the directors, other than those who may be elected by the holders of any series of Preferred StockStock under specified circumstances, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the term of office of the first class to expire at the 1996 2015 annual meeting of stockholders, the term of office of the second class to expire at the 1997 2016 annual meeting of stockholders and the term of office of the third class to expire at the 1998 2017 annual meeting of stockholders. Each , with each director shall to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 2015 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.

Number, Tenure and Qualifications. As provided by Section 6.1, the Current Board is comprised of seven (7) Current Directors and at all times shall consist of at least a majority of Independent Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstancesthis Section 6.4, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority the Board of the whole Board Directors, but shall consist of not less than five (5) nor more than thirteen nor less than three (13) directors. The directorsHowever, other than those who may no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the next sentence, the Board of Directors shall be elected by divided into three classes: Class I, Class II, Class III, with the holders of Trust Interests entitled to elect or appoint the Class I, II, and III directors. On the date hereof, each Current Director shall continue in the same class of directors (i.e., Class I, Class II or Class III) as such Current Director was elected into prior to the effectiveness of this Agreement. In addition, the Board of Directors shall include one (1) director (or, if there are nine (9) or more directors then serving on the Board of Directors, two (2) directors), who shall not be a member of any series of Preferred Stockclass (each, an “Appointed Director”), and who shall be dividedelected or appointed by the Allocation Member. Classes I, with respect to the time for which they severally hold office, into three classes, II and III shall be divided as nearly equal in numbers as the then total number as possibleof directors constituting such classes permits, with the term of office of each class expiring in succeeding years, so that (except for the first class to expire at initial terms provided below) each such director shall be elected for a three year term. If the 1996 annual meeting number of stockholderssuch directors is not evenly divisible by three, the greatest number of such directors shall be in Class III and the least number in Class I. Any director filling any Class I, II or III vacancy pursuant to Section 6.8 shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. The term of office each director in Classes I, II and III shall be the period from the effective date of such director’s election until the end of the second class to expire at the 1997 annual meeting of stockholders term provided in this paragraph, or until such director’s successor is duly elected and the term of office qualified, or until such director’s earlier death, resignation or removal. Directors need not be residents of the third class to expire at State of Delaware or Members. The Allocation Member has designated Xxxx X. Xxxxxxxxx as the 1998 annual meeting of stockholdersAppointed Director. Each director The Appointed Director shall hold office until his successor is elected or appointed and qualified, or until his or her successor earlier death, resignation or removal in accordance with this Article 6. Any director filling a Appointed Director vacancy pursuant to Section 6.8 shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1996 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his successor is elected or her successor shall have been duly elected appointed and qualified, and (ii) if authorized by a resolution of the Board of Directorsor until his or her earlier death, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been createdresignation or removal in accordance with this Article 6.