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<br />I '. <br />-- <br />I <br />I <br />I <br />I <br />- <br />, <br />l <br />- <br />, <br />I <br />I <br />I <br />I <br />I <br />~. <br />t <br /> <br />. <br /> <br />SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF <br />RECORD DATE. For the pu~pose 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 />Dire9tors 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, requiring such determination of <br />shareholders, is to be taken. 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 payment of a <br />dividend, the date on which notice of the meeting is mailed or <br />the date on which .the resolution of the Board of Directors <br />declaring such dividend .is adopted, as the case may be, shall be <br />.the record date for such determination of shareholders. When a <br />determination of shareholders entitled to vote at any meeting of <br />shareholders has been made as provided in this section, such <br />determination shall apply to any adjournment thereof. <br /> <br />SECTION .6. VOTING LISTS~ The officer or agent having <br />charge of the stock books for shares of the corporation shall <br />make a complete 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 present at a duly organized meeting <br />may continue to transact business until adjournment, notwith- <br />standing the withdrawal of enough shareholders to leave less than <br />a quorum. \\. <br />~: . <br /> <br />" <br /> <br />. <br /> <br />2 <br /> <br />, <br />