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<br />-4- <br /> <br />. <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />the shareholder or by his duly authorized attorney-in-fact. <br />Such proxy shall be filed with the secretary of the corpora- <br />tion before or at the time of the meeting. No proxy shall <br />be valid after eleven months from the date of its execution, <br />unless otherwise provided in the proxy. voting shall be <br />oral, except as otherwise provided by law, but shall be by <br />written ballot if such written vote is demanded by any <br />shareholder present in person or by proxy and entitled to <br />vote. <br /> <br />8. Waiver: Whenever law or these bylaws require <br />a notice of a meeting to be given, a written waiver of <br />notice signed by a shareholder entitled to notice, whether <br />before, at, or after the time of the meeting stated in the <br />notice, shall be equivalent to the giving of notice. <br />Attendance of a shareholder in person or by proxy at a <br />meeting shall constitute a waiver of notice of a meeting, <br />except where a shareholder attends a meeting for the express <br />purpose of objecting to the transaction of any business <br />because the meeting is not lawfully called or convened. <br />9. Action by Shareholders without a Meeting: <br />Any action required to or which may be taken at a meeting of <br />the shareholders may be taken without a meeting if a consent <br />in writing, setting forth the action so taken, shall be <br />signed by all of the shareholders entitled to vote with <br />respect to such action. Such consent may be executed in <br />