Fillable Bylaws Template (Page 3 of 10) in pdf

Shares held by an administrator, executor, guardian, conservator, committee or other

fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the

transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by him or

her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into

the name of his nominee.

Shares standing in the name of another domestic or foreign corporation of any type or

kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the

absence of such provision, as the board of directors of such corporation may determine.

No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of

money or anything of value except as permitted by law.

9. Quorum of Shareholders

The holders of a majority of the shares of the Corporation issued and outstanding and

entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the

transaction of any business, provided that when a specified item of business is required to be voted on by a

class or series, voting as a class, the holders of a majority of the shares of such class or series shall

constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent

withdrawal of any shareholders.

The shareholders who are present in person or by proxy and who are entitled to vote may,

by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10. Proxies

Every shareholder entitled to vote at a meeting of the shareholders, or to express consent

or dissent without a meeting, may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid

after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every

proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by

law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or

death of the shareholder who executed the proxy, unless before the authority is exercised written notice of

an adjudication of such incompetence or of such death is received by the Secretary or any Assistant

Secretary.

11. Vote or Consent of Shareholders

Directors, except as otherwise required by law, shall be elected by a plurality of the votes

cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

Whenever any corporate action, other than the election of directors, is to be taken by vote

of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes

cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Bylaws Template Page 3