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authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)

If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall give prompt

notice of any corporate action approved by the shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the manner specified in Section 5.5 of

these Bylaws and applicable law.

(c)

In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest,

pursuant to Section 310 of the Code, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the Corporation pursuant to Section 1900 of the Code or (v) a distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action

authorized by that approval, unless the consents of all shareholders entitled to vote have been solicited in writing.

(d)

When written consents are given with respect to any shares, they shall be given by and accepted from the persons in

whose names such shares stand on the books of the Corporation at the time such respective consents are given, or any shareholder’s proxy holder, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary, but may not do so thereafter. Such revocation is effective upon its

receipt by the Secretary.

(e)

Notwithstanding anything to the contrary, directors may not be elected by written consent except by unanimous written

consent of all shares entitled to vote for the election of directors; provided that the shareholders may elect a director to fill a vacancy not filled by the Board of Directors, other than a vacancy creased by removal, by the written consent of a majority of the outstanding

shares entitled to vote.

5.11

Election of Directors

In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected; votes against the directors and votes withheld with respect to the election of the directors shall have no legal effect. Elections of directors need not be by ballot except upon demand made by a shareholder at the meeting and before the voting begins.

    • 5.12

      Proxies

      • (a)

        Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents

authorized by a written proxy executed by such person or such person’s duly authorized agent and filed with the Secretary. No

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