MT PPM 080515-nl

SECTION 3: Exhibits

less than (a) three (3) days before such special meeting if held in the county in which is located the principal place of business of the corporation, or if to be held solely by means of remote communication or (b) ten (10) days before such special meeting, if held outside the county in which is located the principal place of business of the corporation. Any director may attend any special meeting of the Board of Directors by means of remote communication. Presiding Officers. All meetings of directors shall be presided over by the Chairman of the Board of Directors, if elected, or failing such officer's election, or in the event of such officer's absence, the President, and at all such meetings the presiding officer may vote. In the absence of the Chairman of the Board of Directors and the President, the Board of Directors may appoint any director to act as chairman of the meeting. ActionWithout a Meeting. Unless otherwise restricted by the corporation's Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors or committee. Such filings shall be in paper form. OFFICERS Election. The directors, including the directors chosen at the annual meeting, shall immediately after the stockholders' annual meeting hold a directors' meeting at which time they may choose from their own number a Chairman of the Board of Directors and shall choose a President, Secretary, and Treasurer, and such other officers, agents, and factors as they may deem necessary. Each of them shall hold office until the Board of Directors chooses someone else. Any number of offices may be held by the same person. Vacancies. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise shall be filled by the Board of Directors. Salaries. The salary of all officers shall be fixed by a majority of the Board of Directors and may be changed from time-to-time by a majority of the Board of Directors. Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, if elected, or failing election or in the event of such officer's absence, the President, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time-to-time by the Board of Directors or by these Bylaws. Duties of President. The President shall have the power to employ and discharge all employees and agents, subject, however, to the right of the Board of Directors to

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