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<br />be present or represented, any business may be transacted which might have been <br />transacted at the meeting as originally notified. The shareholders present at a duly <br />organized meeting may continue to transact business until adjournment, notwithstanding <br />the withdrawal of enough shareholders to leave less than a quorum. <br /> <br />8. Proxies. <br /> <br />At all meetings of shareholders, a shareholder may vote by proxy executed in writing <br />by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with <br />the secretary of the corporation before or at the time of the meeting. No proxy shall be valid <br />after eleven (11) months from the date of its execution, unless otherwise provided in the <br />proxy. <br /> <br />9. Voting of Shares. <br /> <br />Each outstanding share entitled to vote shall be entitled to one vote upon each <br />matter submitted to a vote at a meeting of shareholders, Fractional shares shall be entitled <br />to a corresponding fractional vote. No share for which assessments are delinquent may be <br />voted. <br /> <br />10. Voting of Shares by Certain Holders. <br /> <br />Shares standing in the name of another corporation may be voted by such officer, <br />agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of <br />such provision, as the board of directors of such corporation may determine. <br /> <br />Shares held by an administrator, executor, guardian, or conservator may be voted <br />by him, either in person or by proxy, without a transfer of suchshares'ihtcflliS-na-rhe. <br />Shares standing in the name of the trustee may be voted by him either in person or by <br />proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such <br />shares into his name. <br /> <br />Shares standing in the name of a receiver may be voted by such receiver, and <br />shares held by or under the control of a receiver may be voted by such receiver without the <br />transfer thereof into his name if authority to do so be contained in an appropriate order of <br />the Court by which such receiver was appointed. <br /> <br />A shareholder whose shares are pledged shall be entitled to vote such shares until <br />the shares have been transferred into the name of the pledgee, and thereafter the pledgee <br />shall be entitled to vote the shares so transferred. <br /> <br />Shares of its own stock belonging to the corporation or held by it in a fiduciary <br />capacity shall not be voted, directly, or indirectly, at any meeting, and shall not be counted <br />in determining the total number of outstanding shares at any given time. <br /> <br />F:\KFL\KERN.RESERVOIRIBYLAWS <br /> <br />3 <br />