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(iii) If two or more persons vote, but the vote is evenly split on any particular <br />matter, each faction may vote the securities in question proportionately, or any person <br />voting the shares of a beneficiary, if any, may apply to any court of competent <br />jurisdiction in the State of Colorado to appoint an additional person to act with the <br />persons so voting the shares. The shares shall then be voted as determined by a majority <br />of such persons and the person appointed by the court. If a tenancy is held in unequal <br />interests, a majority or even split for the purpose of this subparagraph (iii) shall be a <br />majority or even split in interest. <br />The effects of voting stated in this section shall not be applicable if the secretary of the <br />corporation is given written notice of alternative voting provisions and is furnished with a copy <br />of the instrument or order wherein the alternate voting provisions are stated. <br />Shares held by an administrator, executor, guardian, or conservator may be voted by him, <br />either in person or by proxy, without a transfer of such shares into his name. Shares standing in <br />the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be <br />entitled to vote shares held by him without a transfer of such shares into his name. Shares <br />standing in the name of a receiver may be voted by such receiver, and shares held by or under the <br />control of a receiver may be voted by such receiver without the transfer thereof into his name if <br />authority so to do be contained in an appropriate order of the court by which such receiver was <br />appointed. <br />A shareholder whose shares are pledged shall be entitled to vote such shares until the <br />shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be <br />entitled to vote the shares so transferred. <br />Shares of its own stock belonging to the Corporation or held by it in a fiduciary capacity <br />shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining <br />the total number of outstanding shares at any given time. <br />12. Action by Shareholders Without a Meeting. Any action required or permitted to <br />be taken at a shareholders' meeting may be taken without a meeting if the action is evidenced by <br />one or more written consents describing the action taken, signed by each shareholder entitled to <br />vote and delivered to the secretary of the Corporation for inclusion in the minutes or for filing <br />with the corporate records. Action taken under this section is effective when all shareholders <br />entitled to vote have signed the consent, unless the consent specifies a different effective date. <br />Written consent of the shareholders entitled to vote has the same force and effect as a <br />unanimous vote of such shareholders and may be stated as such in any document. The record <br />date for determining shareholders entitled to take action without a meeting is the date the first <br />shareholder signs the consent under this section. <br />4 <br />