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2.6 Closing of Transfer Books or Fixing of Record <br />Date. For the purpose of determining shareholders entitled to <br />notice of or to vote at any meeting of shareholders or any ad- <br />journment thereof, or entitled to receive payment of any dividend <br />or in order to make a determination of shareholders for any other <br />purpose, the Board may fix in advance a date as the record date <br />for such determination of shareholders. Such record date shall <br />not be fixed at more than fifty (50) days and, in case of a <br />meeting of shareholders, not less than ten (10) days, prior to the <br />date of the proposed action. However, when the proposed action <br />includes an increase in the number of authorized shares of the <br />Corporation, the record date shall be fixed at not more than <br />thirty (30) days prior to the date of such action. If no record <br />date is fixed, the date on which notice of the meeting is mailed <br />or the date on which the resolution of the Board declaring such <br />dividend is adopted, as the case may be, shall be the record date <br />for determination of shareholders for that proposed action. When <br />a determination of shareholders entitled to vote at any meeting of <br />shareholders has been made as provided in this section, such <br />determination shall apply to any adjournment thereof. <br />2.7 voting List. The off icer or agent having charge <br />of the stock transfer books of the Corporation shall, at least ten <br />(10) days before each meeting of shareholders, make a complete <br />list of the shareholders entitled to vote at such meeting, <br />arranged in alphabetical order, designating the address of and the <br />number of shares held by each shareholder. This list shall be <br />kept on file at the principal office of the Corporation for ten <br />(10) days prior to such meeting, shall be produced and kept open <br />at the meeting, and shall be subject to inspection by any share- <br />holder or holder of voting trust certificates for any purpose <br />germane to the meeting during the usual business hours of the <br />Corporation and during the whole time of the meeting. The <br />original stock transfer books shall be prima facie evidence as to <br />shareholders entitled to examine such list or transfer books or to <br />vote at any meeting of shareholders. <br />2.8 Proxies. At all meetings of shareholders, any <br />shareholder entitled to vote may vote in person or by proxy <br />executed in writing by the shareholder or by his duly authorized <br />attorney -in -fact. The proxy shall not be valid after eleven (11) <br />months from the date of its execution unless a longer period is <br />expressly stated therein. Such proxy shall be filed with the <br />Secretary of the Corporation before or at the time of each meeting <br />such proxy will be exercised. <br />2.9 Control. If a quorum, as hereinafter defined, is <br />present, the affirmative vote of a majority of the shares repre- <br />sented at the meeting and entitled to vote on the subject matter <br />shall be the act of the shareholders, except as otherwise provided <br />by law or the Articles. <br />3 <br />