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If a quorum is present, the affirmative vote of a majority of the shares represented at the <br />meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the <br />vote of a greater number is required by law. <br />If less than a majority of the outstanding shares are represented at a meeting, a majority <br />of the shares so represented may adjourn the meeting from time to time, for a period not to <br />exceed sixty days at any one adjournment, without further notice, provided the time and place of <br />the adjourned meeting are announced at the meeting at which the adjournment is taken. If the <br />adjournment is for more than thirty days, or if after adjournment a new record date is fixed for <br />the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of <br />record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be <br />present or represented, any business may be transacted which might have been transacted at the <br />meeting as originally noticed. <br />The shareholders present at a duly organized meeting may continue to transact business <br />until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a <br />quorum. <br />9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy <br />executed in writing by the shareholder or by his duly authorized attorney -in -fact. Such proxy <br />shall be filed with the Secretary of the Corporation before or at the time of the meeting. No <br />proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise <br />provided in the proxy. <br />10. Voting of Shares. Each outstanding share entitled to vote shall be entitled to <br />one vote upon each matter submitted to a vote at a meeting of shareholders. Fractional shares <br />shall be entitled to a corresponding fractional vote. At each election for directors, every <br />shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, <br />the number of shares owned by him for each candidate he selects. The voting of shares shall be <br />noncumulative. <br />11. Voting of Shares by Certain Holders. Shares standing in the name of <br />another corporation may be voted by such officer, agent, or proxy as the Bylaws of such <br />corporation may prescribe, or, in the absence of such provision, as the board of directors of such <br />corporation may determine. <br />If shares or other securities having voting power stand of record in the names of two or <br />more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, <br />tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary <br />relationship respecting the same shares, voting with respect to the shares shall have the following <br />effect: <br />(i) <br />(ii) <br />If only one person votes, his act binds all; <br />If two or more persons vote, the act of the majority so voting binds all; <br />3 <br />