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<br />. <br />I <br />I <br />I <br />'. <br />I <br />I <br /> <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 /> <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. !n 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, requiring such determination of <br />shareholders, is to be ta~en. If the stock transfer books are <br />not closed and no record date is fixed for the determination of <br />shreholders entitled to notice of or to vote at a meeting of <br />shareholders, or shareholders entitled to receive oa'nn~nt of a <br />dividend, the date on which notice of the meeting ls.malled or <br />the date on which the resolution of the Board of Directors <br />.de"claring such c.ivide~c .is adopted, as the case ::ay bel shall be <br />the record date for such determination of shareholders. When a <br />determination of shareholders entitled to vote at any ;neeting of <br />shareholders has been ~a~e as orcvided in this sectiO!l, such <br />deter~ination shall a;:ply to any' adjo'"rnment t!1ereof. <br /> <br />SECTION 6 . VOTI~IG LISTS. The officer or agent :1aving <br />charge of the stock boo%s for share~ ~f the cor~oration shall <br />make a comolete list of the shareholders entitled to vote at each <br />meeting of " shareholders or any adjournment thereof, arranged in <br />alphabetical order, with the address of and the number of shares <br />held by each. Such list shall be produced and kept open at the <br />time and place of the meeting and shall be subject to the inspec- <br />tion of any shareholder during the whole time of the meeting for <br />the purposes thereof. <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 oresent at a duly organized meeting <br />may continue to transact business until adjournment, not~ith- <br />standing the withdrawal of enough shareholders to leave less th~n <br />a quorum. <br /> <br />2 <br /> <br />, <br /> <br />j <br />