6. Distributions. The board of directors may from time to time^distribute to the shareholders, as a dividend or in partial liquidation, out of either stated capital or surplus capital of the corporation, a portion of its assets, in cash or property, subject to the limitations contained in the laws of Delaware. ARTICLE VI Shareholder Voting At all meetings of shareholders, one-third (1/3) of the shares entitled to vote at such meeting represented in person or by proxy shall constitute a quorum. At any meeting at which a quorum is present, the affirmative vote of a majority of the shares represented at such meeting and entitled to vote on the subject matter shall be the act of the shareholders; except that the following actions shall require the affirmative vote or concurrence of a majority of all of the outstanding shares of the corporation entitled to vote thereon: (1) adopting an amendment to these Articles of Incorporation; (2) lending money to, guaranteeing the obligations of, or otherwise assisting any of the directors of the corporation; (3) authorizing the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation, with or without its goodwill, not in the usual and regular course of business; (4) approving a plan of merger or consolidation; (5) adopting a resolution submitted by the board of directors to dissolve the corporation; (6) adopting a resolution submitted by the board of directors to revoke voluntary dissolution proceedings; and (7) any other action which the General Corporation Law of the State of Delaware, as amended, requires to be approved by the shareholders. ARTICLE VII Registered Owner of Stock The corporation shall be entitled to treat the registered holder of any shares of the corporation as the owner thereof for all purposes, including all rights deriving from such shares; and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including but without limiting the generality hereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the registered holder of such shares, whether or not the corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. The purchaser, assignee, or transferee of any of the shares of the corporation shall not be entitled: to receive notice of the meetings of the shareholders; to vote at such meetings; to be — 3 - |