mt_ppm_080515-nl

SECTION 3: Exhibits

constitute a quorum for the transaction of business at any meeting of stockholders except as may be otherwise provided by law, the Articles of Incorporation, or the Bylaws of the corporation; but if there be less than a quorum, the holders of a majority of the stock so present may adjourn the meeting from time-to-time. A majority vote of such quorum shall be necessary for the transaction of any business. Presiding Officers. All meetings of the stockholders shall be presided over by the President and at all such meetings the President may vote to the extent of the President's stockholdings. In the absence of the President, the Chairman of the Board of Directors shall preside and shall have all the powers herein conferred upon the President when acting as the presiding officer including the right to vote to the extent of the Chairman of the Board of Directors' stockholdings. In the absence of the President and the Chairman of the Board of Directors, the stockholders may appoint any stockholder to act as chairman of the meeting. Order of Business. At all meetings of the stockholders, the following order of business shall be observed as far as consistent with the purposes of the meeting, viz.: 1. Meeting shall be called to order; 2. Reading of the minutes of previous meeting and action thereon; 3. Report of officers; 4. Report of committees; 5. Unfinished business; and 6. New business. ActionWithout a Meeting. Unless otherwise provided in the corporation's Articles of Incorporation, any action required by law to be taken, or any action which may be taken, at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or a consent in writing, setting forth the action so taken, shall be delivered to the Secretary of the corporation by all the holders of outstanding stock entitled to vote thereon. Consents by electronic transmission shall be deemed delivered to the corporation if sent to the electronic message address of the Secretary of the corporation. The Secretary of the corporation shall reduce all consents sent by electronic transmission to paper form and shall keep such consents in the books in which proceedings of meetings of stockholders are recorded. Electronic Transmissions. Notwithstanding anything to the contrary set forth herein, notice provided by "electronic transmission," as defined in the Kansas general corporation code, shall only be effective if: (a) given by a form of electronic transmission consented to by the stockholders to whom notice is given (i) which consent shall be revocable by each stockholder by written notice to the corporation and (ii) any such consent shall be deemed revoked if (A) the corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the corporation

Sec.9

Sec. 10

Sec. 11

Sec. 12

-3-

85

Made with FlippingBook Annual report