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<br />. <br /> <br />. <br /> <br />. <br /> <br />I:' <br /> <br />. <br /> <br />SECTION 5. CLOSING OF TRANSFER 'BOOKS OR FIXING OF <br />RECORD DATE. For the purpose of determining shareholders <br />entitled to notice of or to vote at any meeting of 'shareholders <br />or any ,adjournment thereof, or shareholders entitlea to receive <br />payment of any dividend, or in order to make a determination of <br />shareholders for any, other proper purpose, the Board of <br />Directors of the corporation may provide that the stock transfer <br />books shall be closed for a stated period but not to exceed, in <br />any case, fifty days. If the stock transfer books shall be <br />closed for the purpose of determining shareholders entitled to <br />notice of or to vote at a meeting of shareholders, such books <br />shall be closed for at least ten days immediately preceding such <br />meeting. In lieu of closing the stock transfer books, the Board <br />of Directors may fix in advance a date as the record date for any <br />such determination 'Of shareholders, such date in any case to be <br />not more than fifty days and, in case of a meeting of <br />shareholders, not less than ten days prior to the date on which <br />the particular action, ~equiring such determination 0: <br />shareholders, is to be take~. If the stock transfer books are <br />not closed and no record dat~ is fixed for the determination 0: <br />shreholders entitled to ~otice of or to vote at a meeting of <br />shareholders, or shareho:de~s entitled to receive oa'nnent of a <br />dividend, the date on which notice of the meeting ls~mailed or <br />the date on which 'the resolution of the Board of Directors <br />.declaring such divide~d .is aC~9ted, as the case zay be, shall be <br />. the record date fer such det~rmination of shareholders. When a <br />determination of shareholders entitled to vote at any meeting of <br />shareholders has been made ~s orovided in this section, such <br />determination shall apply to ~ny. adjo,.rnment thereof. <br /> <br /> <br /> <br />SECTION 6 . VOT!~IG tISTS. The officer or agent :,aving <br />charge of the stock books f~r shares of the cor~oration' shall <br />make a comolete list of the shareholders entitled to vote at each <br />meeting of. shareholders or a~y adjournment thereof, arranged in <br />alphabetical order, with the address of and the number of shares <br />held by each. Such li~t shall be produced and kept open at the <br />time and place of the meeting and shall be subject to the inspdc- <br />,tion of any shareholder duri~g ~~e whole time of the meeting for <br />the purposes thereof. <br /> <br />~ <br />. <br /> <br />'1 <br /> <br />SECTION 7. QUORUM. A majority of the outstanding <br />shares of the corporation entitled to vote, represented in person <br />or by proxy, shall constitute a quorum at a meeting of <br />shareholders. If less than a majority of the outstanding shares <br />are represented at a meeting, a majority of the shares so <br />represented may adjourn the meeting from time to time without <br />further notice. At such adjourned meeting at which a quorum <br />shall be present or represented, any business may be transacted <br />which might have been transacted at the meeting as originally <br />noticed. The shareholders present at a duly organized meeting <br />may continue to transact business ~~til adjournment, not~ith- <br />standing the withdrawal of enough shareholders to leave less than <br />a quorum. <br /> <br />. <br /> <br />"., <br />~ - . <br />~ <br /> <br />[J <br /> <br />. <br /> <br />" <br /> <br />2 <br /> <br />, <br /> <br />.... '~"':'''7"",'''''''-,',:".~--:-.._-....-...-._.~.._.-.,-,---- <br />