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persons calling for the meeting may give notice thereof in the <br /> manner provided by these Bylaws or apply to the Superior Court <br /> for an order requiring the giving of such notice, as provided in <br /> the General Corporation Law. Except in special cases where other <br /> express provision is made by statute, notice of such special <br /> meetings shall be given in the same manner as for Annual Meetings <br /> of Shareholders. In addition to the matters or required by item <br /> (i) and, if applicable, item (iii) of Section 2 . 2 of these <br /> Bylaws, notice of any special meeting shall specify the general <br /> nature of the business to be transacted at such meeting. <br /> Section 2 . 5 QUORUM. A majority of the shares entitled <br /> to vote, represented in person or by proxy, shall constitute a <br /> quorum for the transaction of business at any meeting of <br /> shareholders. The shareholders present at a duly called or held <br /> meeting at which a quorum is present may continue to do business <br /> until; adjournment, notwithstanding the withdrawal of enough <br /> shareholders to leave less than a quorum, if any action taken <br /> (other than adjournment) is approved by at least a majority of <br /> the shares required to constitute a quorum. <br /> Section 2 . 6 ADJOURNED MELTING AND NOTICE THEREOF. Any <br /> shareholders' meeting, annual or special , whether or not a quorum <br /> is present, may be adjourned from time to time by the vote of a <br /> majority of the shares, the holders of which are either present <br /> in person or represented by proxy thereat, but in the absence of <br /> a quorum no other business may be transacted at such meeting, <br /> except as provided in Section 2.5 above. When any shareholders' <br /> meeting either annual or special, is adjourned for forty-five <br /> (45) days or more, or if after adjournment, a new record date is <br /> fixed for the adjourned meeting, notice of the adjourned meeting <br /> shall be given as in the case of an original meeting. Except as <br /> provided above, it shall not be necessary to give any notice of <br /> the time and place of the adjourned meeting or of the business to <br /> be transacted thereat, other than by announcement of the time and <br /> place thereof at the meeting at which such adjournment is taken. <br /> Section 2 .7 VOTING. <br /> (a) Record Date. Unless a record date for voting <br /> purposes is fixed as provided in Section 5.1 of Article V of <br /> these Bylaws then, subject to the provisions of the General <br /> Corporation Law (relating to voting of shares held by a <br /> fiduciary, in the name of a corporation, or in joint ownership) , <br /> only persons in whose names shares entitled to vote stand on the <br /> stock records of the Corporation at the close of business on the <br /> business day next preceding the day on which notice of the <br /> meeting is given or if such notice is waived, at the close of <br /> business on the business day next preceding the day on which the <br /> meeting of shareholders is held, shall be entitled to vote at <br /> such meeting, and such day shall be the record date for such <br /> meeting. <br /> 4 <br />