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2.12 Cumulative Voting. At each election of directors, <br />every shareholder entitled to vote at such election shall have the <br />right to vote in person or by proxy the number of shares owned by <br />him for as many persons as there are directors to be elected and <br />for whose election he has a right to vote. Unless specifically <br />permitted in the Articles, cumulative voting in the election of <br />such directors shall not be permitted. <br />2.13 Quorum. Except as provided by law, the presence <br />in person or by proxy of the holders of a majority of the shares <br />outstanding and entitled to vote shall constitute a quorum at any <br />meeting of the shareholders. If a quorum is not present or <br />represented, a majority of shares so represented may adjourn the <br />meeting from time to time for a period not to exceed sixty (60) <br />days without further notice. At such adjourned meeting at which <br />a quorum shall be present or represented, any business may be <br />transacted which might have been transacted at the meeting as <br />originally noticed. The shareholders present or represented at a <br />duly organized meeting may continue to transact business until ad- <br />journment, and any decision properly reached in such meeting shall <br />be binding on the Corporation, notwithstanding the withdrawal of <br />enough shareholders to leave less than a quorum. <br />2.14 Adjournment. Any meeting of the shareholders may <br />adjourn from time to time until its business is-completed. <br />2.15 Informal Action by Shareholders. Any action <br />required to be taken at a meeting of the shareholders, or any <br />other action which may be taken at a meeting of the shareholders, <br />may be taken without a meeting if a consent (or counterpart <br />thereof) in writing setting forth the action so taken is signed <br />(as a single document or in counterpart) by all of the sharehold- <br />ers entitled to vote with respect to the subject matter thereof. <br />Such consent shall have the same force and effect as a unanimous <br />vote of the shareholders, and may be stated as such in any in- <br />strument filed with any governmental agency. <br />2.16 Certification. The Board may adopt by resolution <br />a procedure whereby a shareholder may certify in writing to the <br />Corporation that all or a portion of the shares registered in the <br />name of such shareholder are held for the account of another <br />specified person or persons. <br />SECTION III <br />Board of Directors <br />3.1 Authority and Power of Board of Directors. The <br />business and affairs of the Corporation shall be managed by a <br />board of directors (Board) , which shall exercise all the powers of <br />5 <br />