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Article IV

Shareholders' Meetings

Section 4.1: Annual meeting of the Shareholders
Section 4.2: Special meetings
Section 4.3: Notice
Section 4.4: Quorum
Section 4.5: Voting Rights
Section 4.6: Voting at meetings of the shareholders
Section 4.7: Inspectors

Section 4.1 Annual meeting of the Shareholders. The annual meeting of the Shareholders of the Corporation will be held on the last Tuesday Wednesday (1) 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 convenient 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 two 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 home site, at least 30 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, shareholders of record owning 10 percent of the entire capital stock of the corporation issued and outstanding, present either in person or represented by proxy, shall constitute a quorum. At special meetings 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, other than the annual meeting of the shareholders, at which less than a quorum is represented may, however, be adjourned to a later date by those in attendance. When a quorum is present, any business may be transacted, at said 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.

  1. 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. Voting may be by voice or by show of hands as determined by the presiding officer of said meeting, but may be by written secret ballot upon approval of a duly seconded motion.
  2. Assignment of proxy shall be in writing and shall specify the name(s) of the Shareholder(s) assigning the proxy, the name(s) of the person(s) entitled to execute the proxy, and the effective date of the assignment of proxy. Such assignment also may specify the issue(s) or election(s) to which the assignment applies, absent which the assignment shall apply to all issues and elections on which the assigner is entitled to vote; and may specify the expiration date of the assignment not more than one year from the effective date, absent which the proxy shall expire one year from the effective date. Assignments of proxy shall be filed with the Secretary of the Corporation prior to a vote being cast under its terms. Assignment of proxy may be revoked by the assigner by filing a written notice of revocation with the Secretary of the Corporation.

Section 4.7 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.

 (1) Amended by Board of Directors at annual meeting, Sept. 25, 2007


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