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books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing <br />the stock transfer books, the Board of Directors may fix in advance a date as the record date for <br />any such determination of stockholders, such date in any case to be not more than fifty days and, <br />in case of a meeting of stockholders, not less than ten days prior to the date on which the <br />particular action, requiring such determination of stockholders, is to be taken. If the stock <br />transfer books are not closed and no record date is fixed for the determination of stockholders, the <br />date on which notice of the meeting is mailed shall be the record date for such determination of <br />stockholders. When a determination of stockholders entitled to vote at any meeting of <br />stockholders has been made as provided in this section, such determination shall apply to any <br />adjournment thereof. <br />Section 19. Voting Lists The officer or agent having charge of the stock <br />transfer books for shares of the Company shall make, at least ten days before each meeting of <br />stockholders, a complete list or the stockholders entitled to vote at such meeting, or any <br />adjournment thereof, arranged in alphabetical order, with the address of and the number of shares <br />of stock of the Company held by each, which list, for a period of ten days prior to such meeting, <br />shall be kept on file at the principal office of the Company and shall be subject to inspection by <br />any stockholder entitled to vote at such meeting at any time during usual business hours. Such <br />list shall also be produced and kept open at the time and place of the meeting and shall be subject <br />to the inspection of any stockholder during the whole time of the meeting. The original stock <br />transfer books shall be prima facie evidence as to who are the stockholders entitled to examine <br />such list or transfer books or to vote at any meeting of stockholders. <br />Section 20. Quorum. A majority of the shares entitled to vote of the stock of the <br />Company, represented in person or by proxy, shall constitute a quorum at a meeting of <br />stockholders. If less than a majority of shares entitled to vote of the stock of the Company are <br />represented at a meeting, a majority of the shares so represented may without further notice <br />adjourn the meeting from time to time for a period not to exceed sixty days at any one <br />adjournment. At such adjourned meeting at which a quorum shall be present or represented, any <br />business may be transacted which might have been transacted at the meeting as originally <br />notified. <br />Section 21. Voting of Shares by Certain Holders Neither treasury shares, nor <br />shares of its own stock held by the Company in a fiduciary capacity, nor shares held by another <br />corporation if the majority of the shares entitled to vote for the election of directors of such other <br />corporation is held by this Company, nor shares on which assessments are past due and unpaid and <br />Lake Meredith Res. Co. 3/7/03 <br />Feasibility of Outlet Channel Page 6 <br />