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<br />4, NOTICE OF MEETING.
<br />'. Written or printed notice stating the place, day
<br />and hour of the meeting and, in case of a'special meeting..
<br />the purpose or purposes for which ~he meeting is called,
<br />shall be delivered not less than 10 nor more than 90
<br />days before the date of the meeting, either personally or
<br />by mail, by or at the direction of the' President, or the
<br />Secretary, or the officer or persons calling the meeting, to
<br />each stockholder of record entitled to vote at such
<br />meeting.' If mailed, such notice shall be' deemed to be
<br />deliven;:d 'when deposited in the United States mail,
<br />addressed to the stockholder at his address as it appears
<br />on the stock transfer books ,of the corporation, with
<br />p~stage thereol) prepaid.
<br />
<br />5, 'CLOSING OF TRANSFER BOOKS OR FIXING OF
<br />RECORD DATE,
<br />For' the purpose of determining stockholders
<br />entitled to notice of or to vote at any meeting of
<br />stockholde:rs or any'adjo.urnment thereof, or in order to
<br />make a determination of stockholders for any other
<br />proper purpose" the directors pf. the corporation 'may
<br />provide that the stock ~ransfer books shall be closed for a
<br />stated perlod but. not to exce~, in.any case, 20 days. If
<br />the stock transfer books shall be closed for the purpose
<br />of determining stockholders entitled to notice of or to
<br />vote at a meeting of stockhol.ders, such books shall be
<br />closed for at least 20 ~ays immediately preceding such
<br />meeting. In .Iieu.of dosing the stock transfer books, Ihe
<br />directors may fix in adva'nce a cate as the ~o'rd date for
<br />any 'such determination of .stockholders,. such date in any
<br />,case to. be not more than 2.0 days 3:nd, in case, of a
<br />meeting .of stockholders, not less than 10 days prior to
<br />the date 0" which the particular ;lction' requiring such
<br />determination of stockholders is to be taken, H the stock
<br />transfer books are not dosed and no'-r~ord da,te is fixed
<br />for the detennination or stockholders entitled to notice of
<br />or ,to v9te .at a r:neeting of'. sto~k~olders, the. dale on
<br />which ".olice of the meeting is mailed' shall be the record
<br />date for such determination of. stockholders. When a
<br />determination of stQckhold~rs entitled to VOle at any
<br />meeting of stock.holders h~s been. mad~ as provided in
<br />this section,. such determination shall apply to any
<br />adjournment thereof.
<br />
<br />6.: VOTING LISTS,' "
<br />The officer 'or agent- having charge of the stock
<br />transfer books for: shares ,of the 'corporation shall make,
<br />at least 2 d.ays before each meeting of stockholders, a
<br />complete list of the stockholders entitled to vote at such
<br />meeting, or, any ,adjournment thereof, arranged in
<br />alphabetical o~d~r, with, the address of and the number of
<br />shares held by each" which, list, fo( a period 6f 1 day
<br />prior to such meeting, shall be kept on file .at the principal
<br />office of the corporation al)d shall be subject to
<br />inspection .by any stoc~holder at.any time during. usual
<br />business hours. Such list shall, also be produced and kept
<br />open at the time and place of the meeting and shall be
<br />subject to the, inspection of any stockho'lder during the
<br />whole time or the meeting, The original stock transfer
<br />book shall be prima facie evidence as to who are the
<br />stockholders entitled to examine such list or transfer
<br />books or to yote at the meeting of stockholders.
<br />
<br />7. QUORUM,
<br />At any meeting of stockholders the majority of the
<br />outstanding shares .of the corporation entitled to vote,
<br />represented in person or by proxy" shall constitute a
<br />quorum at a meeting of stockholders. If less than said
<br />number of the outstanding shares are represented at a
<br />meeting, a majority of the shares so represented may
<br />adjourn the meeting from time to time without further
<br />notice. At such adjourned meeting at which a quorum
<br />shall be present or represent~d! a.ny business may be
<br />transacted which might have', been -transacted at the
<br />meeting as originally notified. The stockholders present at
<br />a duly organized meeting may continue to transact
<br />business until adjournment, notwithstanding the
<br />withdrawal of enough stockholders to leave less than a
<br />quorum.
<br />
<br />8, PROXIES,
<br />, At all meetings of stockholders, a stockholder may
<br />vote by proxy executed in writing by the stockholder or
<br />by his duly authorized attorney in fact, Such proxy shall
<br />be filed with the Secretary of the corpo~ation before or at
<br />the tim~ of the meeting.
<br />
<br />9, VOTING,
<br />. Each stockholder entitled to vote in accordance
<br />with the terms and provisions of the cerJificate of
<br />incorporation' and these bylaws shall.be entitled to one
<br />vote, in person or by, proxy, for each share of stock
<br />entitl~d to'vote held by such stockholders, A fractional
<br />.share shall be entitled. to a .fractional vote in the ~me
<br />amount as the fractional share, Upon' the demand of any
<br />stockholder, the vote. for directors and upon any
<br />question before the meeting shall be by ballot. All
<br />elections for.directors shall be dec,ided by plurality vote;
<br />all other questions shall be decided by, majority vote
<br />except ,as otherwise provided by the' certificate of
<br />incorporation or.the. laws of this state,
<br />
<br />10, ORDER OF BUSINESS,
<br />The order of Business at all mee"tings of the
<br />stockholders, shall be as follows: .
<br />1, RollCall,
<br />i. Proof of notice of meeting or waiver of
<br />notice.
<br />3. Reading of minutes of preceding meeting.
<br />4, Reports of Officers,
<br />s. . Reports of Committees,
<br />6. Election of Directors.
<br />7. Unfinished Business.
<br />8. New Business.
<br />
<br />11, INFORMAL ACTION BY,STOCKHOLDERS,
<br />Unless otherwise provided by law, any aclion
<br />required 10 be taken at a meeting of the' shareholders, or
<br />any other action which may be taken at a meeting of the
<br />stockholders, may be taken without a meeting if a
<br />consent in writing, setting forth the action so taken, shall
<br />be signed by aU of the shareholders entitled to vote with
<br />respect to the subject matter thereof, '
<br />
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