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" .. i ~ Ii the sale of his/her tap lot, and shall, no later than the date of Closing, make application for the transfer of hiS/her stock certificate. The corporation shall issue a stock certificate in the name of the successor owner within a reasonable time after notice of transfer. Any transfer shall be effective on the date of the Closing, and the successor owner shall automatically become a shareholder member of the corporation. A non-shareholder member shall provide the corporation with notice of sale of his/her tap lot at least ten days prior to closing of the sale. Successor owners of nan-shareholder member tap lots lnay apply for membership in the corporation as outlined in Section 1 of this Article II_ Section. 4. Voting. only the shareholder members shall be entitled to vote. They shall be entitled to one vote upon each matter submitted to a vote at a meeting of the members for each share of stock held: There shall be no cumulative voting. Non-shareholder members have no voting right whatsoever. Section 5. Annual Meeting. The annual. meeting of the shareholder members shall be held !'~~txrJilf.f ~~42~~~ ".~~ flll_Y in each year (the specific day, ti~~ p a . al~ be e each year by the board of directors), beginning with the year fallowing the year of incorporation, for the purpose of electing new directors and far the transaction of such other business as may come before the meeting. If the election of new directors shall not be held on the week designated herein for any annual meeting of the shareholder members, or at any adjournment thereof, the board of directors may thereafter cause the election to be held at a special meeting of the shareholder members. Section 6. Special Meetings. Special meetings of the shareholder members, for any purpose, unless otherwise prescribed by statute, may be called by the president or by the board of directors and shall be called by the president at the request of one-fifth of the shareholder members. Section 7. Meeting of all shareholder members. If all of the shareholder members shall meet at any time and place, within the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 8. 9Uorum. A majority of the shareholder members represented shall constitute a quorum at any meeting of members or any written proxy vote, except as otherwise provided by the Colorado Non-Profit Corporation Code and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shareholder members present may adjourn the meeting from time to time for a period not to exceed sixty days without further notice_ At such adjourned meeting at which a quorum shall be present or represented; any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholder members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of t~t number of shareholder members whose absence would cause there to be less than a quorum. Section 9. Manner of Acting. If a quorum is present, the affirmative vote of the majority of the shareholder members represented at the meeting and entitleq to vote on the subject matter shall be the act of the members, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these By-Laws. Section 10. Informal Action by Members. Any action required or permitted to be taken at a meeting of the shareholder members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholder members. ARTI~LE III ~ Board of Directors 1 / " Ii Ii ;1 '1 :1 !I ii Ii i! ii ~~,I: .!: i -I