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.:L~1 W 1- J'D'1 • iG~J~ . 1.1 UlM1r JIL^ <br />JUL U~ OU9J•~l U/11 <br />provided in the resolution of the board of directors, or in the by-laws of the corporation, shall <br />• ~'r'~1 <br />have and may e~ceroisa all the powus and authority of the board of directors in the management <br />of tfie business and affnlts a~f the cerporation, and may authorize the seal of the cor'potatiort to <br />be affixed to aIi papers which may raquira it; but no such committea shall have the power or <br />autbority in refemtce to amending the certificate of incorporation, adopting an agrse+tuast of <br />merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or <br />substantiaDy sll of the oorposa6on's property and assets, recommending to the stockholders a <br />dissolution of the corporation or a revocation of a dissolution, oc amending the by-laws of the <br />ootporation; and, unless the ttxolution or by-laws, acpressIy so provide, no such committee shall <br />have the power or authority to declare a dividend or to authorize the issuance of stock. <br />When and ss authorized by the stockholders in auaQdance with statute, to sell, <br />O lease or exchange all or substentislIy all of the propexty and assets of the corporation, including <br />• its good will and its corporate franchises; upon such terms and conditions sad fur such <br />eottsidertttion, which may consist in whole or in part of money or properly including shares of <br />stock in, and/or otbtr securities of, any other corporation ar corporations, as its board of <br />directors shall deem expedient and for the best interests of the corporation. <br />8. Fileetiatu of directors need not be by written ballot unless the by-laws of the <br />corporation shall so provide. <br />9. Meetings of stockholders maybe held within or without the State of AeIawate, <br />as the by-laws may provides The books of the corporation may ba kept (subject to any provision <br />eontainod in the stawtes) outside the SU.x of Delaware at such place or places as may be <br />designated from time to time by the hoard of directors or in the by-laws of the corporation. <br /> <br />• <br />