comply with the applicable requirements of the rules and regulations under the Exchange Act. Nothing in this Section shall be deemed to affect any rights (a) of shareholders to
request inclusion of proposals or nominations in the Corporation's proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act; or (b) of the holders of any
series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.
chairman of an annual meeting shall determine all matters relating to the conduct of the meeting, including, but not limited to, determining whether any nomination or item of
business has been properly brought before the meeting in accordance with these Bylaws (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder's nominee or proposal in compliance with such shareholder's
representation as required by clause (A)(iii)(C)(4) of this Section), and if the chairman should so determine and declare that any nomination or item of business has not been properly brought
before an annual or special meeting, then such business shall not be transacted at such meeting and such nomination shall be disregarded.
the foregoing provisions of this Section, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of
shareholders of the Corporation to present a nomination or item of business, such proposed business shall not be transacted and such nomination shall be disregarded, notwithstanding that proxies in
respect of such vote may have been received by the Corporation.
Section 10. Opening of Polls. The date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the
person presiding over any meeting of shareholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts
as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.
rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following:
(a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present;
(c) limitations on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the
presiding person of the meeting shall determine; (d) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants.
presiding person at any meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to
the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person
presiding over the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.
ARTICLE IIIBOARD OF DIRECTORS
Section 1. Powers. The business and affairs of the corporation shall be managed by or under the direction
of the Board of Directors. The Board of Directors may exercise all such authority and powers