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at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted

that might have been transacted on the original date of the meeting. However, if after the adjournment the

Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting

shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

Notice of a meeting need not be given to any shareholder who submits a signed waiver of

notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a

meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice

of such meeting, shall constitute a waiver of notice by him or her.

6. Inspectors of Election

The Board of Directors, in advance of any shareholders' meeting, may appoint one or

more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the

person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to vote

thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may

be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding

thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath

faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to

the best of his ability.

The inspectors shall determine the number of shares outstanding and the voting power of

each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of

proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising

in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents,

determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to

all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote

thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by

them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall

be prima facie evidence of the facts stated and of any vote certified by them.

7. List of Shareholders at Meetings

A list of the shareholders as of the record date, certified by the Secretary or any Assistant

Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request

thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors

of election, or the person presiding thereat, shall require such list of the shareholders to be produced as

evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from

such list to be shareholders entitled to vote thereat may vote at such meeting.

8. Qualification of Voters

Unless otherwise provided in the Certificate of Incorporation, every shareholder of record

shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the

record of the shareholders.

Treasury shares as of the record date and shares held as of the record date by another

domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of

directors of such other corporation is held as of the record date by the Corporation, shall not be shares

entitled to vote or to be counted in determining the total number of outstanding shares.

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