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<br />. <br /> <br />time, or place if the new date, time, or place is announced at the meeting before adjournment. <br /> <br />S. VOTING ENTITLEMENT OF SHARFS. Except as stated in the articles of <br />incorporation, each outstanding share, regardless of class, is entitled to one vote, and each <br />fractional share is entitled to a corresponding fractional vote, on each matter voted on at a <br />shareholders' meeting. <br /> <br />6. PROXIFS; ACCEPTANCE OF VOTES AND CONSENTS. <br /> <br />a. A shareholder may vote either in person or by proxy. <br /> <br />b. An appointment of a proxy is not effective against the Corporation until the <br />appointment is received by the Corporation. An appointment is valid for eleven months <br />unless a different period is expressly provided in the appointment form. <br /> <br />7. WAIVER OF NOTICE. <br /> <br />a. A shareholder may waive any notice required by the Colorado Business <br />Corporation Act, the articles of incorporation, or these bylaws, whether before, at, or <br />after the date or time stated in the notice as the date or time when any action will occur <br />or has occurred. The waiver shall be in writing, be signed by the shareholder entitled <br />to the notice, and be delivered to the Corporation for inclusion in the minutes for filing <br />with the corporate records, but such delivery and filing shall not be conditions of the <br />effectiveness of the waiver. <br /> <br />b. A shareholder's attendance at a meeting (a) waives objection to lack of notice <br />or defective notice of the meeting unless, at the beginning of the meeting, the shareholder <br />objects to holding the meeting or to transacting business at the meeting because of lack <br />of notice or defective notice, and (b) waives objection to consideration of a particular <br />matter at the meeting that is not within the purpose or purposes described in the meeting <br />notice unless, when the matter is presented for consideration, the shareholder objects to <br />its consideration. <br /> <br />8. ACTION BY SHAREHOLDERS WlmOUT A MEETING. Any action <br />required or permitted to be taken at a shareholders' meeting may be taken without a meeting if <br />all of the sharehalders entitled to vote thereon consent to such action in writing. Action taken <br />pursuant to this section shall be effective when the Corporation has received writings that <br />describe and consent to the action, signed by all of the shareholders entitled to vote thereon. <br />Such action shall have the same effect as action taken at a meeting of shareholders and may be <br />described as such in any document. <br /> <br />2 <br />