ARTICLE III

STOCKHOLDERS
Section 1. Annual Meeting – The annual regular meetings of the stockholders, for the purpose
of electing directors and for the transaction of such business, shall be held on JULY 1 of each
year at the principal office of the Corporation or in such other place in the city where the
principal office of the Corporation is located as provided in the notice. If the annual meeting falls
on a legal on a legal holiday, the annual meeting shall be held on the next business day.
Section 2. Special Meeting – Special meetings may be called, at any time, for any purpose or
purposes by resolution of the Board of Directors or upon the call of the President or at the
written request of the registered stockholders of majority of the outstanding capital stock which
are entitled to vote.
Section 3. Notice of the Meeting – Written notice of all meetings shall be prepared by the
Secretary and sent by personal service or mailed to all stockholders of record entitled to vote at
the address registered in the books of the corporation or stockholders last known address at
least SEVEN (7) Days prior to the regular meeting or (2) Weeks prior to the date set for a
special meeting.
Notice for a special meeting shall state the object or objects thereof.
The requirements for notice to the meeting shall be deemed waived if the stockholder, in
person, or by proxy, shall be present thereat except if the presence of the stockholder is solely
for the purpose of objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened. Notice of any SPECIAL meeting of the stockholders may be
waived in writing by all the stockholders entitled to vote thereat.
Section 4. Quorum – Unless otherwise prescribed by law, a quorum at any meeting of the
stockholders shall be the majority of the outstanding capital stock must be present or
represented in order to constitute a quorum. Majority of such quorum shall decide any question
that may come before the meeting, except for matters which the law requires the affirmative
vote of a greater proportion. If no quorum is present, the meeting shall be adjourned until the
requisite number of stockholders are present.
Attendance, participation, and voting by remote communication or in absentia shall be allowed
in determining the presence of a quorum.
Section 5. Proxies – Any stockholder entitled to vote at a stockholder’s meeting may do so
either in person or by proxy appointed in an instrument in writing, signed by such stockholder or
by his duly authorized representatives, in accordance with the existing laws, rules, and
regulations of the Securities and Exchange Commission.
Duly accomplished proxies must be presented to and received by the Secretary for inspection
and recording at any time before the time set for the meeting.
Unless otherwise provided in the proxy, it shall only be valid for the meeting at which it has been
presented to the Secretary. The proxy may be revoked in writing or suspended for any meeting
wherein the stockholder appears in person.
Section 6. Manner of Voting – Every stockholder entitled to vote may vote at all meetings in
person or by proxy.
Section 7. Election of Directors – Each stockholder entitled to vote shall have the right to vote,
the number of shares in the stockholder’s name recorded in the Corporation’s stock and transfer
book at the time of its closing, for as many persons as there are directors to be elected or he
may cumulate said shares and give one candidate as many votes as the number of directors to
be elected multiplied by the number of the shares owned by him, or he may distribute them on
the same principle among as many candidates as he shall see fit: Provided, That the total
number of votes cast by him shall not exceed the number of shares owned by him as shown in
the books of the corporation multiplied by the whole number of directors to be elected: Provided,
however, That no delinquent stock shall be voted.
Section 8. Conduct of Meetings – Meetings of the stockholders shall be presided by the
Chairman or, in his absence, the President, or in his absence, a member of the Board of
Directors elected as chairman of the meeting by a majority of the Board of Directors present at
said meeting of the stockholders.
Section 9. Minutes – The Secretary shall keep a faithful record of the proceedings at all
stockholders’ meeting, and in his absence, the chairman of the meeting shall appoint the
secretary of the meeting. The minutes shall be signed by the secretary of the meeting with the
approval of the chairman of the meeting.