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<br />. <br /> <br />. <br /> <br />transacted at any special meeting except as shall be mentioned in <br />said publication and written notice. If requested by the person or <br />persons lawfully calling such meeting, the secretary shall give <br />notice thereof at the corporate expense. <br /> <br />Section 5. Closing of Transfer Books or Fixing of Record <br />Date. For the purpose of dete~ining shareholders entitled to notice <br />of or to vote at any meeting of shareholders or any adjournment there- <br />of, or in order to make a determination of shareholders for any other <br />proper purpose, the Board of Di~ectors may fix in advance a date as <br />the record date for any such determination of shareholders, such date <br />in any case to be not more than fifty (50) days and, in case of a <br />meeting of shareholders, not leSs than ten (10) days prior to the <br />date on which the particular action requiring such determination of <br />shareholders is to be taken. If no record date is fixed for the <br />determination of shareholders entitled to notice of or to vote at <br />any meeting of shareholders, the first date on which such notice of <br />a meeting is mailed shall be the record date for such determination <br />of sh8reholders. When the determination of shareholders entitled to <br />vote at any meeting of shareholders has been made as provided in this <br />section, such determination shall apply to any adjournment thereof. <br /> <br />Section 6. Votinq Lists. The officer or agent having charge <br />of the stock transfer books for shares of the corporation shall make, <br />"at least ten (10) days before each meeting of shareholders, a complete <br />list of the shareholders entitled to vote at such meeting or any ad- <br />journment thereof, arranged in alphabetical order, with the address <br />of and the number of shares held by each, whiCh list, for a period <br />of ten (10) days prior to such meeting, shall be kept on file at the <br />principal office of the corporation, and shall be subject to inspec- <br />tion by any shareholder at anytime during usual business hours. Such <br />list shall also be produced and kept open at the time and place of the <br />meeting and shall be subject to inspection of any shareholder during <br />the whole time of the meeting. The original stock transfer books <br />shall be prima facie evidence as to who are the shareholde~s entitled <br />to examine such list or transfer books or to vote at any meeting of <br />shareholders. <br /> <br />Section 7. Quorum.. ~ <br /> <br />(a) Shareholders hOldin~ne~f~nr~f the outstanding <br />shares of the corporation who are represented in person or"by proxy <br />shall constitute a quorum. In the event the Articles of Incorporation <br />require a greater number of shares to be represented in person or by <br />proxy for any particular purpose, the Articles of Incorporation shall <br />govern only that particular purpose. <br /> <br />(b) If less than one-fourth of the outstanding shares <br />are represented at a meeting, a ~ajority of the shares so represented <br />may adjourn the meeting from time to time without further notice. At <br />such adjourned meeting at which a quorum shall be present or represented, <br />any business may be transacted w~ich might have been transacted at the <br />meeting as originally notified. Shareholders present at a duly organ- <br />ized meeting may continue to trapsact business until adjournment, not- <br />withstanding the withdrawal of ePough shareholders to leave leBs than <br />a quorum. <br /> <br />(e) If a quorum is present the affirmative vote of a <br />majority of the shares represented at the meeting and entitled to vote <br />on the subject matter shall be t~e act of the shareholders. <br /> <br />Section 8. Proxies. At all meetings of shareholders, a <br />shareholder may vote by proxy executed in writing by the shareholder <br />or his duly authorized attorney ~n fact. Such proxy shall be filed <br />with the secretary of the corporation before or at the time of the <br />meeting. No proxy shall be valid after eleven (11) months from the <br />date of its execution unless otherwise provided in the pro~y. In <br />the event shares are helc jointlY, on~ joint owner may sign su~h <br />proxies for the other joint owners. <br /> <br />-2- <br />