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$E1T tlS~ -- - ~ -- ~~'~ ~~' '" 1= J t~4 ~ 1L~7~! ~ l:l L4hC1' JILL JU'L G,nSDU4D~G1U/11 <br />^T.;~ provided in the resolution of the board of directors, or in the by-laws of the eorpontriaat, shalt <br />bave and may t~tp'olae all the powers and authority of the board of directors in the tr~attagemenc <br />of tfie busman and affairs o! the caapatation, and may authvriu the seal of the corporation to <br />be affixed b all papers which may require it; but na cuch committee shall have the power or <br />autherity in referer+ce to amending the certificate of incorporation, adopting an ag~eerttent of <br />merger or consolidation, tooommending to the stockholders the vale, lease or exchange of all or <br />subetarttially ell of the corporation's property end assets, recommending w the stockholders a <br />dissolutiart of the corporation or a revocation of a dissolution, of amending the by-Iowa of Itte <br />corporation; and, unless the teso]ution or by-laws, expressly m provide, na sltch committee shall <br />have the power or authority to doclare a dividend or to authorize the issuance of stock, <br />When and as authorized by the stockholders in accordance with statute, to sell, <br />O lease or exchange all or substantially all of the property and assets of the eorparadou, including <br />its good will and its corporate franchisee; upon such terms and conditions anal fur sum • <br />coatsideration, which may consist In whole or In part of monry or properly including shares of <br />stock in, and/or other securities of, any other corporation or corporations, as its board of <br />directors shall deem expedient and for the best interests of the corporation. <br />S. Fslections of directors need not be by written ballot unless the by-laws of the <br />corporation shall so p~rovidc. <br />9. Meetings of stockholders tray be held within or without the Stau of lelaware, <br />as the by-laws may provides The books of the corporation maybe kept (subject to a„y provis[on <br />contained in the statutes) outside the State of Delaware at cuch place or places as may tx <br />designatod from time to time by the board of directors or in the by-laws of the corporation. <br /> <br />• <br />