B. If the certificate of incorporation does not fix the number of directors, and does not provide for the fixing of such number by either the board of directors or the stockholders, the by-laws may fix such number or provide that either the stockholders or the board of directors may fix such number; and, in the absence of any such provision in the by-laws, the stockholders shall, at any meeting at which directors are to be elected, determine the number of directors to be elected at such meeting.

L.1948, c. 67, p. 268, s. 101.