Form Bcs/cd-501 - Articles Of Incorporation For Use By Domestic Profit Professional Service Corporations - 2009 Page 2
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4ARTICLE V
The name(s) and address(es) of the incorporator(s) are as follows:
Name
Residence or Business Address
ARTICLE VI (Optional, Delete if not applicable)
When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation
and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or an application
of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders
or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in
such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or
of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a
reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the
compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which
the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class
of shareholders and also on this corporation.
ARTICLE VII (Optional, Delete if not applicable)
Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken
without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A
written consent shall bear the date of signature of the shareholder who signs the consent. Written consents are not
effective to take corporate action unless within 60 days after the record date for determining shareholders entitled to
express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation.
Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the
corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be
given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a
meeting and who have not consented to the action in writing. An electronic transmission consenting to an action must
comply with Section 407(3).
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