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516174 directly or indirectly, and no such bond (in this resolution referred to as "issuer-owned bond") shall be counted in determining whether a quorum is present at the meeting. (e) Quorum and Procedure. A representation of at least sixty-six per cent (66%) in aggregate principal amount of the bonds then outstanding (exclusive of issuer-owned bonds) shall be necessary to constitute a quorum at any meeting of bondholders, but less than a quorum may adjourn the meeting from time to time, and the meeting may be held as so adjourned without further notice, whether such adjournment shall have been had by a quorum or by less than a quorum. The City shall, by an instrument in writing, appoint a temporary chairman of the meeting, and the meeting shall be organized by the election of a permanent chairman and a secretary. At any meeting each bondholder shall be entitled to one vote for every $I,000 principal amount of bonds with respect to which he shall be entitled to vote as aforesaid, and such vote may be given in person or by proxy duly appointed by an instrument in writing presented at the meeting. The City, by its duly authorized representative, may attend any meeting of the bondholders, but shall not be so required to do so. (f) Vote Required. At any such meeting held as aforesaid there shall be submitted for the considera- tion and action of the bondholders a statement of proposed action, consent to which is desired, and if such action shall be consented to and approved by bondholders holding at least sixty-six per cent (66%) in aggregate amount of the bonds then outstanding (exclusive of issuer-owned bonds) the chairman and secretary of the meeting shall so certify in writing to the City, and such certificate shall constitute complete evidence of consent of bondholders under the provisions of this resolution. A certificate signed and verified by the chairman and the secretary of any such meeting shall be conclusive evidence and the only competent evidence of matters stated in such certificate relating to proceedings taken at such meeting. (g) Written Consent of Bondholders. If the City shall desire to obtain any such consent in writing, without a meeting of bondholders, the City Council thereof may, by resolution, propose the action to which consent is desired. A copy of such resolution, together with a request to bondholders for their consent to the action proposed therein, shall be published once in a financial newspaper or journal of national circulation published in the City of New York, New York. If any of the bonds shall be so. registered as to he payable otherwise than to bearer, the Clerk shall, on or before the publication of such resolution and request, mail a copy thereof to each registered owner at the address appearing on the bond registry books. The actual receipt by any bondholder of such resolution and request shall not affect the validity of the proceedings for the obtaining of such consent. A certificate by the Clerk, approved by resolmion of the City Council of said city, that said resolution and request has been published and mailed as herein provided shall be conclusive as against all parties, and it shall not be open to any bondholder to show that he failed to receive such resolution and consent. Each written consent shall be accompanied by proof of ownership of the bonds for which such consent is given. Proof of ownership shall be made in such manner as shall be prescribed by the resolution proposing the action. Any such written consent shall be binding upon the holder of the bonds giving such consent and on any subsequent holder (whether or not such subsequent holder has notice thereof) unless such consent is revoked in writing by the holder giving such consent or by the subsequent holder. To be effective, any revocation of consent must be filed before the adoption of the resolution accepting consents as hereinafter provided. After the holders of at least sixty-six per cent (66%) in aggregate principal amount of the bonds then outstanding (exclusive of issuer-owned bonds) shall have consented in writing, the City Council shah adopt a resolution accepting such consents and such resolution shall constitute complete evidence of the consent of bondholders under this resolution. 15