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<br />I <br /> <br />I <br /> <br />I <br /> <br />electiol15 and also of all ottleY geneyal or special meetings <br />of s:)tockl'101dE\1"~::. ":::;hi::\ll bE~ publis;hed not; le:3s t:hi::\rl i~(:.?rl rJi:iY<:':::. <br />prsvio(Js thereto, in a newspaper published in or nearest to <br />t:hi-2 pll::tct;:. in wh:i.cl"l thE' plrincipal officc.~ of thf?? Company :,;:.hi:~\ll <br />be ~{ept, as specified in the Articles of Incorporation, 211d <br />by delivering personally or depositing in the U.S. mail at <br />least thirty days before such meeting, a 110tice properly <br />addressed to each stocJ(holdeyy signed by the President or <br />Secretary stating the time and object of such meetillg, arId <br />no bLl~:.ines~5 shall bEl t'(D.ll;:~.~'J.c-t:t"0c1 Elt any ~.uch ~-;pE~ciEll mf:.7fc:.tin~)y <br />except sUI:I, as shall be mentioned in said nClticeM If, <br />however, any s'tockholcler shall fail to furnish the Secretary <br />with his correct post I~ffice address, lle slla11 not be <br />entitled to such separate nc,tic8M <br />Elections of DilrectOYS shall be made by such of the <br />stockholders as st1011 atterld for that purpose either irl <br />person or by proxy, provided tllat 30% of the stock i~3sLled <br />shall be representedy and if 30% of stock shall rIot be <br />repreSsflted, such meetillg may be postponed for a p0riod 110't <br />exceeding sixty days at 2flY orl~ postponement~ <br />When it is found tl,at 30% of the stock is represented at <br />such fneetirlg, or postponed meeting, the stockholders s~lall <br />P'(OCf0f?d to nomina't:(.? tl"IE:? Bo,;;:\i"d r::lf Di1"i;,':;:cto'(';;:, to bi::? c~'I(;?!ctf2d, <br />each stockholder having the riQht to nOlninate~ The election <br />shall be by ballot, on wtlich e~ch person voting sllall write <br />the n3n18 of as many persons as are to be elected from the <br />norninGes. Each stoc~~holde1" sh$11 have the right to vote in <br />person 01" by proxy fe'r the n~JmPer of shares owned by him or <br />hery and ifl balloting for Di1"ectors he OF she may vote said <br />number of ~;hares for as many Di1"ectors as are to be electedM <br />p('?'(~.::.ons I.J~::1ving thf? highc?I::,t numt)f3:r ()f \/()t(~~;i in con~:~,(o:::cut:ive <br />order shall be declared elected to the Board of Directors for <br />the te1"ln. When any vacancy shall happell amollg the Directors, <br />by death~ resignation or otherwise~ a new Director st'lall be <br />appointed by the remaining Dir@ctors for the remainder of ttlS <br />year arId at the next anrlual meeting a Director will be <br />els,:tcd by the stoc~(holders fof the 1"emainder of tt10 terrn. <br />All pr6xies shall be in writing, and shall be preserlted <br />to the Sec1"stary at or before the openillg of tIle meetirlg. <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />Section 4~ Immediately after the Board of DiFRctc'rs are <br />l-=.:l(.':::ct(.';~.d ,;;('t; thc.:'} ~~:.t:()ckJ)olde'(~i lTlt?f~;t:if1g in ('0<3,ch Y~:~':::i'(y th(',;~:r"(? ~:;h.::;\ll <br />be a meeting of said Board, at which meeting t~ley shall elect <br />the following officers~ A President, Vice--President, <br />Secretary arld Trs3surer of ttle Board~ and such other officers <br />as (nay be deerned 11ecessary~ 811d put the Tyeasurer ulldsr <br />~:;uitE\bJ(::.' hond" <br /> <br />I <br /> <br />I <br /> <br />Sectiorl 5" A Directoy may hold any office in t~le <br />CompallY l~r may be e(nployed by the Company tl~ pe1"foym any <br />special services that may required, and the same peyson may <br />hold tWCI or more offices if it s~)all be deemed advisable by <br />the BOalrd of Div'ectors. <br /> <br />I <br />