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. . Section 2.7 Notice of Meeting. Except as otherwise prescribed by statute, written notice of each meeting of the shareholders or of any class of shareholder, stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by first class, certified or registered mail, by or at the direction of the president, or the secretary, or the other officer or person calling the meeting, to each shareholder entitled to attend such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each shareholder at such shareholder's address as it appears in the records of the corporation, with postage thereon prepaid. Any shareholder may waive notice of any meeting before, at or after such meeting. The attendance in person or by proxy of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 2.8 Proxies. At each meeting of the shareholders or of any class of shareholders, a shareholder entitled to vote at such meeting may vote by proxy executed in writing by the shareholder or by such shareholder's duly authorized attorney in fact. 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 2.9 Ouorum. Except as otherwise required by the laws of Colorado or the articles of incorporation, 50% of the shareholders entitled to vote shall constitute a quorum at each meeting of the shareholders, and the affirmative vote of the shareholders represented at a meeting at which a quorum is present and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, than an affirmative vote of two-thirds of the votes of the corporation entitled to vote thereon shall be required to amend Sections 4.1 or 4.2 of the articles of incorporation or to adopt a plan of merger, consolidation or liquidation. If less than a quorum of the shareholders are represented at a meeting, a majority of the shareholders so represented may adjourn the meeting from time to time for a period not to exceed 60 days at anyone adjournment without further notice other than an announcement at the meeting. 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 notified. Section 2.10 Voting. (a) Each voting shareholder is entitled to the vote as set forth in the articles of incorporation on each matter submitted to a vote of the shareholders entitled to vote thereon at a meeting thereof. Cumulative voting shall not be allowed. (b) The right to vote of any shareholder which is a corporation or unincorporated associated may be exercised by such officer, agent or proxy as the bylaws, constitution or other governing instrument of such corporation or association may prescribe or, in the absence of such provision, as the board of directors of such corporation or association may determine. fd0985 -3-