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<br />. <br /> <br />. <br /> <br />5. PRE-EMPTIVE RIGHTS <br /> <br />The shareholders shall have no pre-emptive rights to acquire <br />addi tional or treasury shares of the Corporation or secur i ties <br />convertible into shares or carrying stock purchase warrants or <br />privileges. <br /> <br />6. TRANSFER RESTRICTIONS <br /> <br />The Corporation shall have the right to impose restrictions <br />upon the transfer of any of its authorized shares or any interest <br />therein. The Board of Directors is hereby authorized on behalf <br />of the Corporation to exercise the Corporation I s right to so <br />impose such restrictions, whether by provision in the By-Laws or <br />otherwise. <br /> <br />7. VOTING <br /> <br />7.1 <br />allowed. <br /> <br />Cumulative Voting. <br /> <br />No cumulative voting shall be <br /> <br />7.2 Majority Vote. with respect to any action to be <br />taken by the Shareholders of tne Corporation where the Colorado <br />Corporation Code, as amended, requires the vote or concurrence of <br />the holders of two-thirds of the outstanding Shares to be voted <br />thereon, a majority vote shall suffice and the two-thirds <br />requirement shall be of no force and effect. <br /> <br />7.3 Quorum. One-third of the shares of common stock <br />entitled to vote, represented in person or by proxy, shall <br />consti tute a quorum at a meeting of Shareholders. Except as <br />otherwise provided by these Articles of Incorporation or the <br />Colorado Corporation Code, if a quorum is present, the <br />affirmative vote of a majority of the shares represented at the <br />meeting and entitled to vote on the subject matter shall be the <br />act of the Shareholders. <br /> <br />8. DIRECTORS <br /> <br />The number of Directors shall be fixed in accordance with <br />the By-Laws. So long as the number of Directors shall be less <br />than three, no shares of this corporation may be issued and held <br />of record by more Shareholders that there are Directors. Any <br />shares issued in violation of this paragraph shall be null and <br />void. This provision shall also constitute a restriction on the <br />transfer of shares and a legend shall be conspicuously placed on <br />each certificate respecting shares preventing transfer of the <br />shares to more Shareholders than there are Directors, if less <br />than three. <br /> <br />-- 4 -- <br />