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<br />
<br />12, MANNER OF ACTING,
<br />If a quo~um is present, the affirmative vote of the
<br />majority of the shares represented at the meeting and
<br />entitled to vote on the subject matter shall be the act of
<br />(he shareholders 1 unless the vole of a greater proportion
<br />or number is otherwise required by statute or by the
<br />articles of incorporation or these bylaws.
<br />
<br />13, VOTING OF SHARES BY CERTAIN
<br />SHAREHOLDERS,
<br />Shares standing in the name of another
<br />corporation may be voted by such officer, agent or
<br />proxy as the bylaws of such corporation may prescribe,
<br />or in the absence of such provision, as the Board of
<br />Or'rectors of such olher corporation 'may determine,
<br />Shares standing in the name of a deceased
<br />person, a minor ward or an incompetent person, may be
<br />voted by an administrator, executor, court appointed
<br />guardian or conservator, cilher in person or by proxy
<br />without a transfer of such shares into the nam~ of such
<br />administrator, executor, court appointed guardian or
<br />conSl;!rvator, Shares standing in the name of a trustee
<br />may be voted by him, either in person or by proxy, but
<br />no trustee shall be entided to vote shares held by him
<br />without a transfer of such shares into his name,
<br />Shares standing in the name of a receiver may be
<br />voted by such re<:eiver and shares held by or under the
<br />control of a receiver may be voted by such receiver
<br />witho'ut the transfer thereof into the trustee name if
<br />authority so to do be contained in an appropriate order
<br />of the court by which such receiver was appointed,
<br />A shareholder whose shares are pledged shall be
<br />entitled to vote such shares until the shares have been
<br />transferred into the name of the pledgee, and thereafter
<br />the pledgee shall be entitled to vote the shares so
<br />transferred.
<br />Neither shares of its own st()ck ~e'onging to this
<br />corporation, nor shares of its own stock held by it in a
<br />fiduciary capacity, nor shares of its own stock held by
<br />another corporation if the maj~rity or shares entitl,ed t,o
<br />vote for the election of directors of such corporatlon IS
<br />held by this corporation' may be voted, directly or
<br />IndirectlYI at any meeting and shall not.be counted in
<br />. determining the total number of outstanding shar~s at any
<br />given time. .
<br />Shares whose voting rights are vested in the
<br />Secretary or any other officer of the corporation by
<br />agreement, court order or otherwise shall be voted by
<br />the Secretary as directed by the Board of Directo:s.
<br />
<br />14. VOTING BY BALLOT,
<br />Voting on any question or. in any election may be
<br />by voice vote unless the presiding officer shall order or
<br />any shareholder ~hall demand that v.ot~ng be by ballot.
<br />
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<br />
<br />ARTICLE 11\
<br />BOARD OF DIRECTORS
<br />
<br />1, GEN ERAL POWERS,
<br />The business and affairs of the corp'oration shall
<br />be managed by its Board of Directors. The directors shall
<br />in all cases act, as a Board, and they may adopt such
<br />rutes and regulations for the .ccmduct ,of their meetings
<br />and the management of "th~'_co,rporatlon, as t.hey may
<br />deem proper, not inconsistent with these bylaws and the
<br />laws of this state.
<br />
<br />2. PERFORMANCE'OF .DUTIES,
<br />A director of the corporation shall perform his
<br />duties as a directorl ,including his duties as a member of
<br />any committee of the Board upon which h~ may serve, ,in
<br />good faith, in a manner he reasonably beh~ves to be In
<br />the best interests of the corporation, and With such case
<br />as an ordinarily prudent person in a like p~sitio~ wo~ld
<br />use under similar circumstances. In performing hIS duties,
<br />a director shall be entitled to rely on information,
<br />opiniofls, reports, or statements, inclu~ing financial
<br />statements and other financial datal In each case
<br />prepared or presented by persons, and groups listed in
<br />paragraphs (a), (b), and (c) of th~s P~ragraph 2. (2~i but he
<br />shall ,not be considered to be actmg In good faith If he has
<br />knowledge, concerning the matter in question that would
<br />cause such reliance to be unwarranted. A person who so
<br />performs, his duties shall hot. ha\!c any liability by re~son
<br />of being or having been a director of the corporation,
<br />Those persons ,and' groups' Qn v.:hose ~nforn:ation,
<br />opinions, reports, and stateme~ts a dlr,ector. IS entItled to
<br />rely upon are: .', .
<br />a. One or more officers or employees of the
<br />corporation whom the director'reasonably b.elieves to be
<br />reliable and. competent in the matters presented; .
<br />b. Counsel, public accountants, or other, persons
<br />as to matters which the director reasonablr believes to
<br />be within such persons' professiona or' expert
<br />competence; or .
<br />c, A committee 'of the Board upon which he does
<br />not serve, duly designated in a,cc,?rdance with. the
<br />provision of the articles of incorporatlon or t~e byla~s,
<br />as to matters within its' designated. authority, which
<br />committee the director reasonably believes to m.erit
<br />confidence.
<br />
<br />3, NUMBER, TENURE AND QUALIFICATIONS,
<br />The number of directors, of the corporation s~all
<br />be 7. The corporation shall also have one associate
<br />director who will deliberate with and assist .the directors.
<br />The associate director shall have no vote on the Board of
<br />Directors. In aU other respects, the associate direct~r
<br />shall be director under these bylaws except as otherWise
<br />spedfically provided. Each director s1J~f1 hold. ~((ice (9r a
<br />three year term or until his successor shall have been
<br />erected and qualified. , .
<br />1. No Board member shall be eligible to become
<br />or remain a director who is not a stockholder, of the.
<br />corporation. 'Provided, ho\-yever that ~: director. may
<br />qualify by reason of having been' designated by a per~n .
<br />that is not an individual to represent such stockholder.
<br />
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