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SEC Filings

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vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy if there be such proxy, and it shall state the number of shares voted.

      2.08  PROXIES.

      Any stockholder is entitled to vote by proxy, provided that the instrument
authorizing such proxy to act shall have been executed in writing (which shall
include telegram, facsimile or other means of electronically transmitted written
copy) by the stockholder himself or herself or by his or her duly authorized
attorney-in-fact and delivered to the secretary of the meeting. No proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

      The attendance at any meeting of a stockholder who may theretofore have
given a proxy shall not have the effect of revoking the same unless he shall in
writing so notify the secretary of the meeting prior to the voting of the proxy.


      The Board may appoint judges of election to serve at any election of
directors and at balloting on any other matter that may properly come before a
meeting of stockholders. If no such appointment shall be made, or if any of the
judges so appointed shall fail to attend, or refuse or be unable to serve, then
such appointment may be made by the presiding officer of the meeting at the

      2.10  WRITTEN CONSENT.

      Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Whenever any such action is
taken without a meeting by less than unanimous consent, all stockholders who
have not consented in writing must be promptly informed in writing of such

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