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From: 07/10/2007 06:59 4102 P. 006/012 <br /> • <br /> • Stockholder~Meetings • <br /> Section I. The regular annual meetine of the stockholders of the corporation for the election of directors <br /> and the transaction of other business shall be held at a place to be designated by the Board of Directors,in <br /> Cortez, Montezuma County,Colorado,on the second Saturday of December in each year,starting at the <br /> hour of one o'clock p.m. in the afternoon. <br /> Section 2. Special meetings of the stockholders may be called for the election of directors,or for any <br /> other purpose,whenever deemed necessary by a majority of the Board of Directors,by the president. or <br /> such special meetine may be called at any time by a majority in amount of outstanding Class A stock of the <br /> company,as provided by law,which meetings shall be held and at such date,hour and place as shall be • <br /> designated in the call therefore. Notice to each stockholder shall be mailed at least ten(10) days previous <br /> to each regular or special meeting(adjourned meetings excepted).and the object of the same stated therein. <br /> Section 3. At all meetings of the stockholders at least twenty(20)percent of the assessable Class A <br /> stock of the corporation must be represented either in person or by written proxy in order to constitute a <br /> • quorum.for the transaction of business.but less than a quorum may adjourn to some subsequent date. but <br /> not for a period longer than sixty(60) days at any one adjournment. <br /> Section 4. Representation by written proxy.subscribed by the registered Class A stockholder.shall be <br /> allow d. and the instrument authorizing the proxy to act at the meeting shall be exhibited at the time of such • <br /> meeting when called for, and filed with the Secretary and no proxy shall be permitted to vote unless the <br /> same is held by a Class A stockholder oldie corporation.except that Class A stock held in the name of a <br /> corporation.partnership.political subdivision of the state of Colorado or unincorporated association may be <br /> voted by the person designated by resolution duly adopted by the corporation.partnership.political <br /> subdivision or unincorporated association. • <br /> • <br /> . Section 5. At all meetings of the stockholders. each Class A stockholder shall be.cntitled to one vote for <br /> each share of Class A stock appearing from the stock books of the corporation as registered in his name. <br /> which vote may he given personally or by written proxy.as herein provided.and to cast as nutty votes as he <br /> • owns or represents shares of Class A stock in the corporation. The affirmative vote of a majority of the <br /> • <br /> Class A stock voted shall be required to adopt a resolution or pass a motion. The cumulative system of <br /> voting for directors is hereby adopted and shall be allowed as provided by the laws of the Stare of Colorado. <br /> Section 6. All elections of directors of the corporation shall be by written ballot. Voting upon matters <br /> other than election of Directors may be by voice vote if the motion being voted upon is adopted • <br /> unanimously. In the event of any dissenting vote by voice,a written ballot shall be voted. <br /> Section 7. Any stockholder may at any time waive any notice required to be given under these bylaws. <br /> • <br /> and if all the stockholders in writing waive notice of any annual or special meeting. no notice of such <br /> meetine shall be required. except as otherwise provided by law.and all meetings of stockholders at which <br /> • all are present. in person or by proxy and sign a written consent thereto on the record thereof shall be legal <br /> and valid for all purposes. whether or not previous notice has been given,and at such meetine any corporate <br /> • action may be taken.except as otherwise provided by law. <br /> • Section 8, The order of business at all meetings of the stockholders shall be as follows: <br /> A. Stock registration. • <br /> B. Reading minutes of preceding meetine. • <br /> C. Reports of officers and committees. <br /> D. Election of directors. <br /> E. Unfinished business. <br /> F. New business. <br /> • G. Adjournment. • <br /> Provided,howe-ver, that the order of business at any meeting may be changed by a vote of the majority of • <br /> the Class A stock of the corporation. <br /> MVIC Bylaws 6 • Revised: June 14.2005 <br /> • <br />