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corporate powers shall be exercised by, or under the authority <br />of, and the business and affairs of this corporation shall be <br />controlled by, the Board of Directors. Without prejudice to <br />such general powers, but subject to the same limitations, it is <br />hereby expressly declared that the directors shall have the <br />following powers: <br />(a) to select and remove any of the officers, <br />agents and employees of the Corporation, prescribe such powers <br />and duties for them as may not be inconsistent with law, the <br />Articles of Incorporation or the By -Laws, fix their <br />compensation and require from them security for faithful <br />service; <br />(b) to conduct, manage and control the affairs <br />and business of the Corporation, and to make such rules and <br />regulations therefore not inconsistent with law, the Articles <br />of Incorporation or the By -Laws, as they may deem best; <br />(c) to borrow money and incur indebtedness for <br />the purposes of the Corporation and to cause to be executed and <br />delivered therefor, in the corporate name, promissory notes, <br />bonds, debentures, deeds of trust, mortgages, pledges, <br />hypothecations or other evidences of debt and securities <br />therefor; and <br />(d) by a majority vote of the authorized number <br />of directors, to appoint one or more committ A (composed of two <br />or more directors) and to delegate to such committees any of <br />the powers and authority of the Board in the management of the <br />business and affairs of the Corporation, except with respect <br />-2- <br />