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the day on which the board of directors adopts the resolution relating thereto. A determination of <br />shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any <br />adjournment of the meeting; provided, however, that the board of directors may fix a new record date <br />for the adjourned meeting. <br />Section 5. List of Shareholders Entitled to Vote. The secretary of the corporation shall <br />prepare and make, at least ten days before every meeting of shareholders, a complete list of the <br />shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address <br />of each shareholder and the number of votes that such shareholder is entitled to cast at the meeting. <br />Such list shall be open to the examination of any shareholder, for any purpose germane to the <br />meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either <br />at a place within the city where the meeting is to be held, which place shall be specified in the notice <br />of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also <br />be produced and kept at the time and place of the meeting during the whole time thereof and may <br />be inspected by any shareholder who is present. Upon the willf it neglect or refusal of the directors <br />to produce such a list at any meeting for the election of directors, they shall be ineligible for election <br />to any office at such meeting. The shareholder ledger shall be the only evidence as to who are the <br />shareholders entitled to examine the shareholder ledger, the list of shareholders or the books of the <br />corporation, or to vote in person or by proxy at any meeting of shareholders. <br />Section 6. Notices. Written notice stating the place, day and hour of the meeting and, <br />in case of a special meeting, the purpose or purposes for which the meeting is called, shall be <br />delivered not less than ten nor more than sixty days before the date of the meeting. Notice shall be <br />given either personally or by mail, by or at the direction of the president, the secretary, or the officer <br />or person calling the meeting, to each shareholder of record entitled to notice of or to vote at such <br />meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States <br />mail, postage prepaid, addressed to the shareholder at the shareholder's address as it appears on the <br />shareholder books of the corporation. If delivered personally, such notice shall be deemed to be <br />delivered when handed to an appropriate representative of the shareholder or deposited at the <br />shareholder's address as it appears on the shareholder books of the corporation. <br />Section 7. Adjournments. Any meeting of shareholders, annual or special, may adjourn <br />from time to time to reconvene at the same or some other place, and notice need not be given of any <br />such adjourned meeting if the time and place thereof are announced at the meeting at which the <br />adjournment is taken. At the adjourned meeting the corporation may transact any business which <br />might have been transacted at the original meeting. If the adjournment is for more than thirty days, <br />or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the <br />adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. <br />Section 8. Quorum. A quorum at any meeting of shareholders of the corporation shall <br />be as provided in the Articles of Incorporation as amended and/or restated from time to time (the <br />"Articles "). If a quorum shall not be present, the shareholders present and entitled to vote may, by <br />majority vote, adjourn the meeting from time to time in the manner provided in Section 2.7 of these <br />-2- <br />