C150389 Attorney Opinion Letter and Shareholders Info

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BYLAWS OF HALDI DITUI COMPANY Page Three Section 7. Quorum. A majority of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members. If less than a quorum is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Section 8. Manner of Acting. Except as herein specifically provided, the act of the majority of the members present at a meeting at which a quorum is present shall be the act of a membership meeting. Section 9. Proxies. At all meetings of the members, a member may vote in person or by proxy executed in writing by the'member or by his, her, or its duly authorized attorney-in-fact, who shall provide written authorization to that effect. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 10. Vot . Subject to the provisions of Articles Eighth, Ninth, Tenth, and Eleventh o t Articles of Incorporation and subject to the provisions of Section 12. and 13. of this ARTICLE Il. , each member shall be entitled to one vote upon each matter submitted to a vote at a meeting of the membership. Section 11 . Voting by Certain Holders. Memberships standing in the name of another corporation may be voted-by suc'h officer, agent, or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine. Memberships held by an administrator, executor, guardian, ur conservator may be voted by him, her, or it, either in person or by proxy, without a transfer of such shares into his, her, or its name. Membership standing in the name of a trustee may be voted by him, her, or it, either in person or by proxy, but no trustee shall be entitled to vote memberships held by him, her, or it, without a transfer of such shares into his, her, or its name. Vemberships standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his, her, or its name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A member whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.