4.2 There shall be no cumulative voting of shares.
4.3 Shareholders of the corporation shall have no preemptive rights.
ARTICLE V
Board of Directors
5.1 The business and affairs of the corporation shall be managed by or under the direction of a board of directors. The number of directors which shall constitute the whole board shall be not fewer than two nor more than eight. The board of directors is empowered to set, by resolution, the number of directors which shall constitute the board, provided that such number shall be not fewer than two nor more than eight.
5.2 In furtherance, and not in limitation of the powers conferred by statute and by the bylaws of this corporation, the board of directors is expressly authorized to:
a. adopt, amend or repeal the bylaws, subject to the power of the shareholders; provided, however, that the board shall not adopt, amend or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board, or fixing the number of directors at less than two or modifying the classifications, qualifications, or terms of office of directors;
b. establish a class or series of shares, designate the number of shares in the class or series, set forth the designation of the class or series, fix the relative rights
2