Article IVShareholders' MeetingsSection 4.1: Annual meeting of the Shareholders Section 4.1 Annual meeting of the Shareholders. The annual meeting of the Shareholders of the Corporation will be held on the last Tuesday of September of each year provided that day is not a legal holiday, and if a legal holiday then on the day following. The meeting will be convened at a reasonable hour and in a reasonably accessible location as determined by the Board of Directors. The time and location of the meeting will be conveyed in writing to the Shareholders at least ten (10) days prior to the meeting. The purpose of the meeting shall be to elect Officers and Directors, approve the subsequent fiscal year's dues assessment and to transact any other business as may be brought before the Shareholders. Proxies will be supplied to all Shareholders of record prior to the meeting date in the event that any Shareholder is unable to attend the meeting. Section 4.2 Special Meetings. Special meetings of the Shareholders may be called by any of the Corporate Officers and shall be called by any of them at the request of a majority of the Board of Directors, or at the request in writing by the Shareholders of record owning a majority of the entire Capital Stock of the Corporation issued and outstanding. Section 4.3 Notice. Written notice of any shareholder's meeting shall be mailed to each shareholder at the shareholder's last known address, or hand delivered to the shareholder's homesite, at least ten (10) days prior to the meeting. If notice is mailed, depositing same in any post office box depository will be deemed sufficient provided the notice is properly addressed and bears appropriate postage. Notice of any special meeting shall briefly indicate the purpose thereof. Section 4.4 Quorum. At the annual meeting of the shareholders, the shareholders present either in person or represented by proxy, regardless of number, shall constitute a quorum. At any other meeting of the shareholders, the shareholders of record owning at least 25 percent of the entire Capital Stock of the Corporation issued and outstanding, present in person or represented by proxy, shall constitute a quorum. Meetings, at which less than a quorum is represented may, however, be adjourned to a further date by those who attend, without further notice other than the announcement at such meeting, and when a quorum shall be present upon any such adjourned day, any business may be transacted at the meeting as originally called. Section 4.5 Voting Rights. Each shareholder shall be entitled to one vote for each full share of stock and a proportional vote for any proportional share of stock registered in that shareholder's name on the books of the Corporation, provided such shareholder's voting rights have not been suspended under Sec. No.s 3.5 or 3.7 above. Section 4.6 Voting at meetings of the shareholders. All votes at any annual or special meeting of the shareholders may be cast either in person or by proxy duly appointed in writing and filed with the Secretary of the Corporation prior to the commencement of said meeting. All proxies will be valid for a period of one year unless revoked by the Shareholder at an earlier date. No proxy may be voted more than one year from its original date. Section 4.7 Voting by special ballot. From time to time, the Board of Directors may request shareholder approval on a specific issue without calling a meeting of the shareholders. In such cases the Board will deliver or cause to be delivered a special ballot for voting on such issue, along with an explanation of the issue to be decided, to the last known address of each shareholder of record. Shareholders will have 30 days from the date of delivery to cast a vote on such issue. If, upon counting ballots returned, 51 percent or more of the shares represented by the responding shareholders approve the issue, it will be considered ratified. Section 4.8 Inspectors. In the ordinary course of events, any 2 of the 3 Corporate Officers shall jointly receive and count the votes either upon an election or for the decision of any question and shall determine the result. However, whenever any shareholder present at a meeting of the shareholders shall request the appointment of inspectors, such inspectors, who need not be shareholders, will be appointed by a majority of the shareholders present at such meeting and entitled to vote thereat. If the right of any person to vote at such meeting is challenged, the inspectors of election shall determine such right. If inspectors have been appointed, those inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. |