BYLAWS applicable to ANNUAL SHAREHOLDERS MEETINGS
Section 2.04 - Place of Meetings:
unless some other place shall be appointed in any instance or
instances, as hereinafter provided, meetings of shareholders, both annual and special, shall be
held at the principle office of the Company.
Authority is herby conferred upon the Board of Directors, by resolution adopted by
majority vote of all its members, or by written assent of a majority of such members, filed with
the Secretary, to fix or designate (and from time to time change) the place for any
shareholders' meeting, or meetings, one or more, or all, whether annual or special. Any place
so designated shall be within the County where the principal office is situated, and in such
instance said meeting, or meetings, shall be held at the place so fixed or designated.
Section 2.08 - Shareholders Entitled to Vote.
Four o'clock PM on the Seventh day next preceding the
day first appointed for a shareholders' meeting is hereby fixed as the time for the close of stock
books, and the determination of those entitled to vote at the meeting and subject to the
provisions of law, only persons in whose names the shares stand on the stock records of the
Company at the close of the stock books, as aforesaid, shall be entitled to vote at the meeting
or any adjournment thereof.
No transfer of shares shall be made on the stock records of the Company during the
period elapsing between said close of stock books and adjournment of the meeting on the day
first appointed thereof. If a meeting be adjourned to a subsequent date, the stock books shall
open upon adjournment so as to permit transfer, but not so as to affect the right of voting,
determined as above provided.
Section 2.09 - Business to Be Transacted.
At the annual meeting, directors to the number authorized
shall be elected, reports of the affairs of the Company shall be considered, and any other
business may be transacted which is within the powers of the Shareholders, including the
amendment, repeal and adoption of the by-laws, the approval and ratification of amendments
to the Articles of Incorporation, and action upon or with the respect to any or all questions and
matters requiring the vote, consent or approval of the Shareholders, or with the respect to
which the Shareholders are permitted to act, subject, however, to the provisions of Section 312
of the Civil Code, requiring notice to the shareholders of special proposals. At a special meeting,
any business may be transacted of the general nature specified in the notice thereof, but not
otherwise.
Section 2.10 - Manner of Voting At Shareholders' Meeting.
At meetings of shareholders, all questions,
other than an election of directors, or except as otherwise expressly provided by statute or by
these by-laws, shall be determined by majority vote of the shares represented at the meeting,
and all voting shall be viva voce, unless a majority in voting power of the shares represented
shall demand a vote by written ballot.
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