Laserfiche WebLink
bylaws. The shareholders present and entitled to vote at a duly organized meeting may continue to <br />transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave <br />less than a quorum. <br />Section 9. Voting. Shareholders shall act by the vote specified in the Articles. Voting <br />shall be oral, except as otherwise provided by law, but shall be by written ballot if such written vote <br />is demanded by any shareholder present and entitled to vote. <br />Section 10. Waiver. Whenever law, the Articles, or these bylaws require a notice of a <br />meeting to be given, a written waiver of notice signed by a shareholder entitled to notice, whether <br />before, at, or after the time stated in the notice, shall be equivalent to the giving of notice. <br />Attendance of a shareholder at a meeting constitutes a waiver by such shareholder of: (a) objection <br />to lack of notice or defective notice of such meeting unless the shareholder, at the beginning of the <br />meeting, objects to the holding of the meeting or the transaction of business at the meeting because <br />of lack of notice or defective- notice; and (b) objection to consideration - at such meeting of a <br />particular matter not within the purpose or purposes described in the meeting notice unless the <br />shareholder objects to considering the matter when it is presented. <br />Section 11. Action by Consent of Shareholders. Unless otherwise restricted by the <br />Articles, any action required or permitted to be taken at any annual or special meeting of the <br />shareholders may be taken without a meeting, without prior notice and without a vote, if a consent <br />or consents in writing, setting forth the action so taken, shall be signed by all shareholders and shall <br />be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation <br />by delivery to its registered office in the State of Colorado, its principal place of business, or an <br />officer or agent of the corporation having custody of the book in which minutes of proceedings of <br />shareholders are recorded. Prompt notice of the taking of the corporate action without a meeting by <br />Iess than unanimous written consent shall be given to those shareholders who have not consented <br />in writing. <br />ARTICLE H <br />Board of Directors <br />Section 1. Number and Election. <br />(a) As long as the corporation is a wholly -owned subsidiary of Trapper Mining, <br />Inc., a Delaware nonstock corporation (the "Shareholder "): (i) the number of directors of the <br />corporation shall equal the number of directors of the Shareholder; (ii) the election of the <br />corporation's directors shall occur at the same time as the election of the Shareholder's directors and <br />at each such election the Shareholder shall automatically be deemed to have voted all of the <br />outstanding shares of common stock of the corporation for the election as directors of the corporation <br />of the persons who are elected to the board of directors of the Shareholder; and (iii) upon any change <br />-3- <br />