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Section 3. Special Meetings: Special meetings of the shareholders, for any
purpose or purposes, may be called at any time by the President of the
Corporation, or the Board of Directors, or shareholders holding at least ten
percent (10%) of the issued and outstanding voting stock of the Corporation.
Business transacted at any special meeting shall be confined to the purpose or
purposes set forth in the notice of the special meting.
Section 4. Notice of Meetings: Whenever shareholders are required to
permitted to take any action at a meeting, a written notice of the meeting shall be
provided to each shareholder of record entitled to vote at or entitled to notice of
the meeting, which shall state the place, date, and hour of the meeting, and, in
the case of a special meting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting to
each shareholder entitled to vote at such meeting.
Section 5. Quorum at Meetings: Shareholders may take action on a matter at a
meeting only if a quorum exists with respect to that matter. Except as otherwise
provided by law, a majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. Once a share is represented for an purpose at a meeting (other
than solely to object to the holding of the meeting), it is deemed present for
quorum purposes for the remainder of the meeting and the shareholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of sufficient shareholders to leave less than a
quorum. The holders of a majority of the outstanding shares represented at a
meeting, whether or not a quorum is present, may adjourn the meeting from time
to time.
Section 6. Proxies: Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to vote for him or her
by proxy, but no such proxy shall be voted or acted upon after one year from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power. Except
as otherwise provided herein or by law, every proxy is revocable at the pleasure
of the shareholder executing it by communicating such revocation, in writing, to
the Secretary of the Corporation.
Section 7. Voting at Meetings: If a quorum exists, action on a matter (other than
the election of directors) is approved if the votes cast favoring the action exceed
the votes cast opposing the action. Directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election (provided a quorum
exists). Unless otherwise provided by law or in the Corporation’s Articles of
Incorporation, and subject to other provisions of these Bylaws, each shareholder
