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<br />. <br /> <br />6. VOTING LISTS. <br />The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least _ (suggest 2) <br />days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjourn- <br />ment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period <br />of _ (suggest 1) day prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject <br />to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at <br />the time and place of the meeting and shall be subject to inspection of any stockholder during the whole time of the meeting. <br />The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or <br />transfer books or to vote at the meeting of stockholders. <br /> <br />7. QUORUM. <br />At any meeting of stockholders (suggest one-fifth up to a majority-i.e. 50% + 1 share) of the out5landing <br />shares of the Corporation entil1ed to VOle, represemed in person or by proxy, shall constitute a quorum at a meeting of stock- <br />holders. If less than said number of the outstanding shares is represented at a meeting, a majority of the shares so represented <br />may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be <br />present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. <br />The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding <br />the withdrawal of enough stockholders to leave less than a quorum. <br /> <br />8. PROXIES. <br />At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by the stock- <br />holders duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time <br />of the meeting. <br /> <br />9. VOTING. <br />Each stockholder entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these <br />bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. <br />A fractional share shall be entitled to a fractional vote in the same amount as the fractional share. Upon the demand of any <br />stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall <br />be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles <br />of Incorporation or the laws of this State. <br /> <br />. <br /> <br />10. ORDER OF BUSINESS. <br />The order of business at all meetings of the stockholders shall be as follows: <br />1. Roll Call. <br />2. Proof of notice of meeting or waiver of notice. <br />3. Reading of minutes of preceding meeting. <br />4. Reports of Officers. <br />5. Reports of Committees. <br />6. Election of Directors. <br />7. Unfinished Business. <br />8. New Business. <br /> <br />11. INFORMAL ACTION BY STOCKHOLDERS. <br />Unless otherwise provided by law, any action required to be taken at a meeting of the stockholders, or any other action <br />which may be taken at a meeting of the stockholders, may be taken without a meeting if a consem in writing, setting fonh the <br />action so taken, shall be signed by all of the stockholders entitled to vote \'lith respect to the subject matter thereof. <br /> <br />12. MANNER OF ACTING. <br />If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on <br />the subject matter shall be the act of the stockholders, unless the vote of a greater proponion or number is otherwise required <br />by statute or by the Articles of Incorporation or these bylaws. <br /> <br />. <br /> <br />13. VOTING OF SHARES BY CERTAIN STOCKHOLDERS. <br />Shares standing in the name of another corporation or other entity may be voted by such officer, agent or proxy as the bylaws <br />of such corporation or the organization document of such other entity may prescribe, or, in the absence of such provision, as <br />the board of directors of such other corporation or the authorized authOrity of such other entity may determine. <br />Shares standing in the name of a deceased person, a minor ward or an incompetent person may be voted by an administra- <br />tor, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the <br />name of such administrator, executor, court-appointed guardian or conservator. Shares standing in the name of a trustee may <br /> <br />Ditch Company Handbook I June 2005 <br />