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~~'.- t7? ~-: _i~Ld~1 Dlq .i.G o4i7 <br />.°iE^~T tli: 1- J't~1 ~ 11.7'/ I;l lilhCl' JILL au'L ti~ii oU4y~>.1U/11 <br />provided in the resolution of the barard of directors, or in the by-taws of the corporation, shall • <br />~~: <br />have sad neat' exercise all rho powers and authority of the board of directors in the maaagc:snent <br />of the business and at~faita of the corporation, and may authorize the seal of the corporation to <br />be affixed to all papers which may require it; but no such committee shaII have the power or <br />authority its rcfezersa: to amending the cetttfioate of incorporation, adopting an agrremLRSt of <br />merger ar consolidation, recommending to the stockholders the sale, lease or exchange of all or <br />substantially ell of tht corporation's property and sneeze, recommending to the stockholders a <br />dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the <br />corporation; and. unless the resolution oz by-laws, expressly so provide, no sssch committee shall <br />have the power ar authority eo doclare a dividend or to authorize the issusnee of stock. <br />1Vhrn and as authorlrcd by the stockholders in accordance with statute, to sell, <br />O lease or axchanEe all pr substantially all of the property and assets of the corporation, including <br />its good will and its corporate frantdtiste; upon such terms and conditions and fur such • <br />consideration, which may consist Sn whole or In part of money or properly including shares of <br />stock in, and/or other securities of, any other corporation as corporations, as its board of <br />directors shall deem expedient and for the beat interests of the corporation. <br />8. Elections of directors need not be by written ballot unless the by-laws of the <br />oorporuion shall ro provide. <br />9. Meetings of stockholders maybe held within or without the State of Delaware, <br />as the by-]sws may provide. The books of the corporation may be kept (subject to any provision <br />coatainad in the statutes) outside the Start of Delaware at such place oz piacrs as may tx <br />designatrd from time to dme by the board of directors or in the by-laws of the corporation. <br /> <br />• <br />