(C) To borrow or raise money when they deem it necessary and to issue any or all bonds, debentures, or any obligations convenient for the business of the corporation and secure the same by mortgage, pledge, deed of trust, or in any other manner on all or any property of the corporation present or after acquired, and to draw, make, accept, endorse, discount, execute, and issue contracts, promissory notes, bills of exchange, warrants, and negotiable and transferable instruments.

(D) To hold their meetings, to have one or more offices, and to keep the books of the corporation outside of the Commonwealth of Massachusetts, at such place or places as they may from time to time fix upon. Such books and records as may be required by the laws of the Commonwealth of Massachusetts shall be kept within said Commonwealth.

(E) From time to time to provide for the management of the affairs of the corporation in such manner as they may think fit and in particular, from time to time, to delegate such power and authority as the laws of the Commonwealth of Massachusetts will permit to any committee, officer, or agent.

(F) At their discretion, to appoint and remove managers, subordinate assistants, committees, clerks, agents, servants, employees, permanent or temporary, fill vacancies in their positions and determine their duties and fix and from time to time change their salaries or compensation and require security consistent with the other provisions of these by-laws. The board may, in its discretion, invest any officer or committee of the corporation with any or all of the powers in this section contained.

(G) To determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholders shall have any right to inspect any account or book or document of the corporation except as conferred by statute or authorized by the board of directors or by resolution of the stockholders.

ARTICLE V.

PRESIDENT AND VICE-PRESIDENT.

SEC. 1. The president shall have the powers and duties usual to his office subject to any provisions contained elsewhere in these by-laws concerning his powers and duties. He shall, when present, preside at all meetings of the stockholders and directors.

SEC. 2. The vice-president, if one be elected by the board of directors, shall have all the powers and duties of the president in case of the absence, death, resignation, or disabilty from any cause of the president.

ARTICLE VI.

TREASURER.

Sec. 1. The treasurer shall have the powers and duties usual to his office subject to such conditions and restrictions as may be made by the directors and to any provisions contained elsewhere in these by-laws concerning his powers and duties. He shall give a bond to the corporation, if required by the directors, in such sum and with such sureties as they may require, for the faithful performance of his duties. He shall keep accurate books of account which shall always be open to inspection by the directors at his office during business hours, and he shall render to them at the annual meetings of the board, or whenever the directors may require, a brief statement of the financial condition of the corporation and he shall also present to the stockholders at their annual meeting a report giving the receipts and disbursements of the preceding fiscal year and the then financial condition of the corporation.

ARTICLE VII.

CLERK.

SEC. 1. The clerk shall be sworn each year to the faithful discharge of his duties and a record of the oath with the evidence thereof shall be made on the records of the corporation. He shall attend the meetings of the stockholders and of the directors and shall record the proceedings thereof. He shall

notify the stockholders and directors of their respective meetings in accordance with the by-laws of the corporation, and shall perform such other duties as the board of directors from time to time may prescribe.

SEC. 2. In the absence of the clerk at a meeting, a clerk pro tempore may be chosen, who shall be duly sworn.

ARTICLE VIII.

STOCK AND STOCK CERTIFICATES.

SEC. 1. Stock certificates shall be signed by the president and treasurer and sealed with the corporate seal.

SEC. 2. In case of the loss or destruction of a certificate, another may be issued in its place upon proof of such loss or destruction and the giving of a bond of indemnity or other security satisfactory to the board of directors but not to exceed double the market value of the stock.

SEC. 3. The stock transfer books shall be closed for meetings of stockholders and for the payment of divdends during such periods as from time to time may be fixed by the board of directors. During such periods no stock shall be transferable.

SEC. 4. The board of directors may appoint any reliable bank or trust company the transfer agent and the registrar of certificates of stock of this corporation and may require that all certificates of stock shall bear its or their signature.

ARTICLE IX.

FISCAL YEAR.

SEC. 1. The fiscal year of the corporation shall be from April first to March thirty-first in each year, beginning with 19...

ARTICLE X.

AMENDMENTS.

SEC. 1. These by-laws may be altered, amended, or repealed by a majority vote of a quorum as herein defined at any annual or special meeting of the stockholders provided the notice of such proposed alteration, amendment, or repeal, is given in the call for the meeting.

Form 112. Preferred Stock - Cumulative Dividends.

That the total amount of the capital stock of said company is five million dollars, the number of shares into which the same is divided is fifty thousand, and the par value of each share is one hundred dollars.

That of this amount one-half will be general stock and onehalf preferred stock, and that the holders of such preferred stock shall be entitled to receive from the surplus or net profits arising from the business of the corporation a fixed yearly dividend of seven per centum, payable semi-annually on the 2d days of January and July in each year, before any dividend shall be set apart or paid on the said general stock.

Should the surplus or net profits arising from the business of the corporation, prior to any dividend day, be insufficient to pay the dividend upon the preferred stock, such dividend shall be payable from future profits, and no dividend shall at any time be paid upon general stock until the full amount of seven per centum per annum up to that time upon all the preferred stock shall have been paid or set apart. The holders of preferred stock shall be entitled to no dividends beyond the seven per centum aforesaid.

Form 113. Same - Another Form.33

The holders of the preferred stock shall be entitled to receive, when and as declared, on the surplus or net profits of the corporation, yearly dividends at the rate of seven per centum per annum and no more, payable quarterly on dates to be fixed by the by-laws. The dividends on the preferred stock shall be cumulative, and shall be payable before any dividend on the common stock shall be paid or set apart; so that if in any year dividends amounting to seven per centum shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the common stock. Whenever all cumulative dividends on the preferred stock for all previous years shall have been declared and shall become payable, and the accrued quarterly instalments shall have been

33 U. S. Steel Corporation.

declared, and the Company shall have paid such cumulative dividends for the previous years and such accrued quarterly instalments, and shall have set aside from its surplus or net profits a sum sufficient for the payment thereon, the Board of Directors may declare dividends on the common stock, payable then or thereafter, out of any remaining surplus or net profits. In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full both the principal amount of their shares and the unpaid dividends accrued thereon; the remaining assets and funds shall be divided and paid to the stockholders of the common stock according to their respective shares.

Form 114. Classification of Directors.

The directors of said corporation shall be classified, in respect to the time for which they shall severally hold office, into five classes. The first class shall be elected for a term of five years; the second class shall be elected for a term of four years; the third class shall be elected for a term of three years; the fourth class shall be elected for a term of two years; the fifth class shall be elected for a term of one year, and at each annual election after the first, the successors to the class of directors whose terms expire in that year shall be elected to hold office for the term of five years, so that the term of office of at least one class shall expire in each year.

Form 115. Restrictions on Transfer of Stock.

No stockholder shall sell or transfer any stock in this corporation except upon the following conditions, which, however, may be waived by the board of directors in any particular instance: A stockholder wishing to sell or transfer any of his stock, shall first, in writing, offer to sell the same to the company, through the board of directors, disclosing the consideration for the proposed sale or transfer, and the name and address of the person to whom it is to be made. The board of directors shall have twenty days from the date of such offer to purchase the stock in behalf of the company, for a consideration to be