Common use of Conduct of Meetings Clause in Contracts

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine the order of business of the meeting and may prescribe such rules, regulations and procedures and take such actions as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of Shareholders, the matter must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meeting, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings The date and time of the Shareholders opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be presided over announced at the meeting by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of presiding over the meeting. The chairman Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall determine deem appropriate. Except to the order extent inconsistent with such rules and regulations as adopted by the Board of business Directors, the person presiding over any meeting of stockholders shall have the meeting right and may authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanpresiding person, are appropriate for the proper conduct of the meeting. For any matter Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to be properly before stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of Shareholdersstockholders, in addition to making any other determinations that may be appropriate to the matter must be specifically identified in the notice of meeting given by or at the direction of a majority conduct of the Trustees then in office meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or otherwise business was not properly brought before the meeting by or at the direction of the chairman of the meetingand if such presiding person should so determine, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating such presiding person shall so declare to the qualification of voters meeting and any such matter or business not properly brought before the validity of proxies and the acceptance meeting shall not be transacted or rejection of votes shall be decided by the chairman of the meetingconsidered. Unless otherwise and to the extent determined by the chairman Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, Chair of the President (if different from the Chief Executive Officer)Trustees, or, if the Chief Executive Officer or President Chair is not present at the meeting, then by a Vice President, if anyTrustee or officer designated by the Chair or authorized by the Trustees, or if there are is no Vice Presidents or no Vice Presidents are such person present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chair of the meeting. The chairman chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting. For any matter to be properly before any meeting , including, without limitation, establishing: an agenda or order of Shareholders, business for the matter must be specifically identified in the notice of meeting given by or meeting; rules and procedures for maintaining order at the direction meeting and the safety of a majority of those present; conditions on the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman recording of the meeting; limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, in and such other persons as the chairman’s sole discretionchair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. With the exception of Shareholder proposals submitted in accordance with with, and otherwise meeting the requirements of of, Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman chair of the meeting. The chair of the meeting shall determine, in the chair’s sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chairman chair of the meeting, meetings shall not be required to be held in accordance with the any rules of parliamentary procedure.

Conduct of Meetings. Meetings The chairman of each annual and special meeting of stockholders shall be the Chairman of the Shareholders shall be presided over by Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive OfficerOfficer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if different from the Chief Executive Officer), he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the Chief Executive Officer or President is not present a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting, then meeting by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of the meeting. The chairman Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall determine deem appropriate. Except to the order extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of business any meeting of stockholders shall have the meeting right and may authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of ShareholdersSuch rules, the matter must be specifically identified in the notice of meeting given by regulations or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meetingprocedures, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed whether adopted by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, Board or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Conduct of Meetings. Meetings The date and time of the Shareholders opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be presided over announced at the meeting by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of presiding over the meeting. The chairman Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall determine deem appropriate. Except to the order extent inconsistent with such rules and regulations as adopted by the Board of business Directors, the person presiding over any meeting of stockholders shall have the meeting right and may authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanpresiding person, are appropriate for the proper conduct of the meeting. For any matter Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to be properly before stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of Shareholdersstockholders, in addition to making any other determinations that may be appropriate to the matter must be specifically identified in the notice of meeting given by or at the direction of a majority conduct of the Trustees then in office meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or otherwise business was not properly brought before the meeting by or at the direction of the chairman of the meetingand if such presiding person should so determine, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating such presiding person shall so declare to the qualification of voters meeting and any such matter or business not properly brought before the validity of proxies and the acceptance meeting shall not be transacted or rejection of votes shall be decided by the chairman of the meetingconsidered. Unless otherwise and to the extent determined by the chairman Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. (A) Meetings of the Shareholders stockholders shall be presided over by the Chairperson of the Board, if any, or in the Chairperson’s absence by the Vice Chairperson of the Board, if any, or in the Vice Chairperson’s absence by the Chief Executive Officer, the President (if different from or in the Chief Executive Officer)’s absence, orby the President, if or in the Chief Executive Officer or President is not present at the meeting, then President’s absence by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at in the absence of all of the foregoing persons by a chairperson designated by the Board. The Secretary shall act as secretary of the meeting, then but in the Secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. (B) The Board may adopt by another officer designated resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the PresidentBoard, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or if there is no such designee present at reason) to recess and/or adjourn the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine the order of business of the meeting and may to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchairperson, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of ShareholdersSuch rules, regulations or procedures, whether adopted by the matter must be specifically identified in Board or prescribed by the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the chairman’s sole discretion. With meeting to stockholders of record of the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934Corporation, their duly authorized and constituted proxies or such other persons as amended, or any successor provisions, only matters proposed by the Trustees may shall be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating determined; (iv) restrictions on entry to the qualification of voters meeting after the time fixed for the commencement thereof; and (v) limitations on the validity of proxies and the acceptance time allotted to questions or rejection of votes shall be decided comments by the chairman of the meetingparticipants. Unless otherwise and to the extent determined by the chairman Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. (C) The chairperson of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. (D) In advance of any meeting of stockholders, the Board, the Chairperson of the Board or the Chief Executive Officer shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall certify their determination of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

Conduct of Meetings. Meetings The President shall preside at any meeting of the Shareholders shall be presided over by stockholders. In the Chief Executive Officer, absence of the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer such other person as shall have been designated by the President, President or if there is no such designee present at the meeting, then by the most senior officer Board of the Trust present at the meeting, and such person Directors shall be deemed for all purposes the chairman of the meetingpreside. The chairman of the meeting shall determine the order of business of at any meeting shall be as determined by the meeting and may presiding officer. The presiding officer shall have the power to prescribe such rules, regulations and procedures procedures, and take to do all such actions asthings, as in the discretion of such chairman, are appropriate his or her judgment may be necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments, restrictions on entry to the meeting after the time scheduled for the commencement thereof, and the opening and closing of the voting polls. For any matter to be properly before If present, the Secretary shall act as secretary of any meeting of Shareholdersthe stockholders. In the absence of the Secretary, or if the matter must Secretary and the President shall be specifically identified the same person, such other person as the presiding officer shall designate shall act as secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination by any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meeting, in or (ii) during ordinary business hours, at the chairman’s sole discretionprincipal place of business of the Corporation. With The list shall also be produced and kept at the exception time and place of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under meeting during the Securities Exchange Act of 1934whole time thereof, as amended, or any successor provisions, only matters proposed by the Trustees and may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures inspected by which Shareholders may, prior to any meeting stockholder who is present at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings The date and time of the Shareholders opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be presided over announced at the meeting by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of presiding over the meeting. The chairman Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall determine deem appropriate. Except to the order extent inconsistent with such rules and regulations as adopted by the Board of business Directors, the person presiding over any meeting of stockholders shall have the meeting right and may authority to convene and (for any or no reason) to recess the meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanpresiding person, are appropriate for the proper conduct of the meeting. For any matter Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to be properly before stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of Shareholdersstockholders, in addition to making any other determinations that may be appropriate to the matter must be specifically identified in the notice of meeting given by or at the direction of a majority conduct of the Trustees then in office meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or otherwise business was not properly brought before the meeting by or at the direction of the chairman of the meetingand if such presiding person should so determine, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating such presiding person shall so declare to the qualification of voters meeting and any such matter or business not properly brought before the validity of proxies and the acceptance meeting shall not be transacted or rejection of votes shall be decided by the chairman of the meetingconsidered. Unless otherwise and to the extent determined by the chairman Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings A Co-Chairman of the Shareholders Board shall be presided over by preside at all stockholders’ meetings. In the Chief Executive Officerabsence of a Co-Chairman of the Board, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer shall preside or, in his or President is not present at the meetingher absence, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another any officer designated by the PresidentBoard shall preside. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or if there is no such designee present at in the meetingabsence of both the Secretary and Assistant Secretaries, then a person appointed by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine serve as secretary of the order meeting. In the event that the Secretary presides at a meeting of business the stockholders, an Assistant Secretary shall record the minutes of the meeting. To the maximum extent permitted by law, the Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board, if any, the chairman of the meeting shall have the right and may authority to convene and (for any or no reason) to recess and/or adjourn the meeting and to prescribe such rules, regulations and procedures and take such actions action as, in the discretion of such chairman, are deemed necessary, appropriate or convenient for the proper conduct of the meeting. For any matter to be properly before any meeting of ShareholdersSuch rules, regulations and procedures, whether adopted by the matter must be specifically identified in the notice of meeting given Board or prescribed by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meeting, in may include, without limitation, the chairman’s sole discretion. With following: (a) establishing an agenda for the exception meeting and the order for the consideration of Shareholder proposals submitted in accordance with the requirements items of Rule 14a-8 under business on such agenda; (b) restricting admission to the Securities Exchange Act time set for the commencement of 1934the meeting; (c) limiting attendance at the meeting to stockholders of record of the Corporation entitled to vote at the meeting, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine to recognize and, as amendeda condition to recognizing any such participant, requiring such participant to provide the chairman of the meeting with evidence of his or any successor provisionsher name and affiliation, only matters proposed by the Trustees may be included in the Trust’s whether he or she is a stockholder or a proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders maya stockholder, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity class and series and number of proxies shares of each class and series of capital stock of the acceptance Corporation which are owned beneficially and/or of record by such stockholder; (e) limiting the time allotted to questions or rejection of votes shall comments by participants; (f) determining when the polls should be decided opened and closed for voting; (g) taking such actions as are necessary or appropriate to maintain order, decorum, safety and security at the meeting; (h) removing any stockholder who refuses to comply with meeting procedures, rules or guidelines as established by the chairman of the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings The date and time of the Shareholders opening and the closing of the polls for each matter upon which the Members will vote at a meeting shall be presided over by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present announced at the meeting, then meeting by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Members as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall determine the order of business of the meeting Members shall have the right and may authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of ShareholdersSuch rules, the matter must be specifically identified in the notice of meeting given by regulations or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meetingprocedures, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed whether adopted by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names Board of potential candidates for Trustee, to be considered by the Trustees, Directors or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to Members entitled to vote at the meeting, their duly authorized and constituted proxies or such other Persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The chairman at any meeting of Members, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting, and if such chairman should so determine, such chairman shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of Members shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. (A) Meetings of the Shareholders stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, the President (if different from or in the Chief Executive Officer)’s absence, orby the President, if or in the Chief Executive Officer or President is not present at the meeting, then President’s absence by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at in the absence of all of the foregoing persons by a chairman designated by the Board. The Secretary shall act as secretary of the meeting, then by another officer designated by but in the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting. (B) The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate in its sole discretion regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. The Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board, the chairman of any meeting of stockholders shall have the meeting shall determine right and authority to convene and (for any or no reason) to recess and/or adjourn the order of business of the meeting and may meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of ShareholdersSuch rules, the matter must be specifically identified in the notice of meeting given by regulations or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meetingprocedures, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed whether adopted by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, Board or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined prescribed by the chairman of the meeting, may include, without limitation, the following: (1) the establishment of an agenda or order of business for the meeting; (2) rules and procedures for maintaining order at the meeting and the safety of those present; (3) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (4) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (5) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. (C) The chairman of the meeting shall announce at the meeting the date and time of the opening and the closing of the polls for each matter voted upon at the meeting. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted unless the Court of Chancery of the State of Delaware shall determine otherwise. (D) In advance of any meeting of stockholders, the Board, the Chairman of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

Conduct of Meetings. Meetings of the Shareholders Members shall be presided over by the Chief Executive Officer, chief executive officer or president of the President (if different from the Chief Executive Officer), Company or, if the Chief Executive Officer chief executive officer or President president is not present at the a meeting, then by a Vice Presidentsuch other person as the board of managers shall designate or, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer such person is designated by the Presidentboard of managers, or if there is no such designee present at the meeting, then by the most senior officer of the Trust Company present at the meeting. The secretary of the Company, and if present, shall act as secretary of each meeting of the Members; if he is not present at a meeting, then such person as may be designated by the presiding officer shall be deemed for all purposes the chairman act as secretary of the meeting. The chairman Meetings of the Members shall follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting of the Members and the determination of procedure and rules shall be in the absolute discretion of the presiding officer (the “Chairman of the Meeting”) and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules. Accordingly, in any meeting of the Members or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply: (i) The Chairman of the Meeting may ask or require that anyone not a bona fide Member or authorized representative or proxy of a Member leave the meeting. (ii) A resolution or motion shall be considered for vote only if proposed by a Member or duly authorized proxy, subject to compliance with any other requirements concerning such a proposed resolution or motion contained in this Agreement. The Chairman of the Meeting may propose any motion for vote. The order of business at all meetings of the meeting and Members shall be determined by the Chairman of the Meeting. (iii) The Chairman of the Meeting may prescribe such rules, regulations and procedures and take such actions as, impose any reasonable limits with respect to participation in the discretion of such chairman, are appropriate for the proper conduct meetings of the meetingMembers, including, but not limited to, limits on the amount of time at the meeting taken up by the remarks or questions of a Member and limits as to the subject matter and timing of questions and remarks by a Member. (iv) Before any meetings of the Members, the board of managers may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. For any matter to be properly before any If no inspectors of election are so appointed, the Chairman of the Meeting may, and on request of a Member or a Member’s proxy shall, appoint inspectors of election at the meeting of Shareholdersthe Members. The number of inspectors shall be three. If any person appointed as inspector fails to appear or refuses to act, the matter must be specifically identified in Chairman of the notice of meeting given by or at Meeting may, and upon the direction request of a majority Member or a Member’s proxy shall, appoint a person to fill such vacancy. The duties of these inspectors shall be as follows: (1) Determine the Trustees then in office or otherwise brought before Membership Interests outstanding and the meeting by or voting power of each, the Membership Interests represented at the direction of the chairman of the meeting, the existence of quorum, and the authenticity, validity and effect of proxies; (2) Receive votes or ballots; (3) Hear and determine all challenges and questions in the chairman’s sole discretion. With the exception of Shareholder proposals submitted any way arising in accordance connection with the requirements right to vote; (4) Count and tabulate all votes; (5) Report to the board of Rule 14a-8 under managers the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed results based on the information assembled by the Trustees inspectors; and (6) Do any other acts that may be included in proper to conduct the Trust’s proxy materialselection or vote with fairness to the Members. The Trustees may from time to time in their discretion provide for procedures by which Shareholders mayNotwithstanding the foregoing, prior to the final certification of the results of any election or other matter acted upon at a meeting at which Trustees are to of the Members shall be elected, submit the names of potential candidates for Trustee, to be considered made by the Trustees, or any proper committee thereof. At all meetings board of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary proceduremanagers.

Conduct of Meetings. Meetings of the Shareholders stockholders shall be presided over by such person as the Board of Directors may designate as chair of the meeting, or in the absence of such a person, the Chair of the Board of Directors, or if none or in the Chair of the Board of Directors’ absence or inability to act, the Chief Executive Officer, the President (or if different from none or in the Chief Executive Officer)’s absence or inability to act, or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there none or in the President’s absence or inability to act, a Vice President, or, if none of the foregoing is no such designee present or able to act, by a chair to be chosen by the holders of a majority of the shares entitled to vote who are present in person or by proxy at the meeting. The Secretary, then by or in the most senior officer Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chair of the Trust meeting shall appoint any person present at the meeting, and such person shall be deemed for all purposes the chairman to act as secretary of the meeting. The chairman Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting. For any matter to be properly before any meeting , including, without limitation, establishing an agenda or order of Shareholders, the matter must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in the chairman’s sole discretion. With meeting to stockholders of record of the exception Corporation, their duly authorized and constituted proxies and such other persons as the chair shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of Shareholder proposals submitted in accordance with the requirements opening and closing of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only polls for balloting and matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered voted on by the Trustees, or any proper committee thereofballot. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating Unless and to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise extent determined by the chairman Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, Chair of the President (if different from the Chief Executive Officer)Trustees, or, if the Chief Executive Officer or President Chair is not present at the meeting, then by a Vice President, if anyTrustee or officer designated by the Chair or authorized by the Trustees, or if there are is no Vice Presidents or no Vice Presidents are such person present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chair of the meeting. The chairman chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting. For , including, without limitation, establishing an agenda or order of business for the meeting rules and procedures for maintaining order at the meeting and the safety of those present conditions on the recording of the meeting limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the chair shall permit restrictions on entry to the meeting after the time fixed for the commencement thereof limitations on the time allotted to questions or comments by participants conditions for the removal of any matter Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting and regulations for the opening and closing of the polls for balloting on matters which are to be properly before any meeting of Shareholders, the matter must be specifically identified in the notice of meeting given voted on by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meeting, in the chairman’s sole discretionballot. With the exception of Shareholder proposals submitted in accordance with with, and otherwise meeting the requirements of of, Rule 14a-8 14a8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s Trusts proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman chair of the meeting. The chair of the meeting shall determine, in the chairs sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chairman chair of the meeting, meetings shall not be required to be held in accordance with the any rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders shareholders shall be presided over by the Chief Executive Officer, the President (if different from the Chief Executive Officer)Chairman, or, if the Chief Executive Officer or President Chairman is not present at the meeting, then by a the Vice PresidentChairman, if any, or if there are is no Vice Presidents Chairman or no the Vice Presidents are Chairman is not present at the meeting, then by another Trustee or officer designated by the PresidentChairman, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, meeting and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine the order of business of the meeting and may prescribe such rules, regulations and procedures and take such actions as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of Shareholdersshareholders, the matter must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman of the meeting, in the chairman’s sole discretiondirection. With the exception of Shareholder shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholdersshareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings The date and time of the Shareholders opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be presided over announced at the meeting by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chairperson of the meeting. The chairman Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall determine deem appropriate. Except to the order extent inconsistent with such rules and regulations as adopted by the Board of business Directors, the chairperson of the meeting of stockholders shall have the right and may authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchairperson, are appropriate for the proper conduct of the meeting. For any matter Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairperson of the meeting, may include, without limitation, the following: (A) the establishment of an agenda or order of business for the meeting; (B) rules and procedures for maintaining order at the meeting and the safety of those present; (C) limitations on attendance at or participation in the meeting to be properly before stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (D) restrictions on entry to the meeting after the time fixed for the commencement thereof; (E) limitations on the time allotted to questions or comments by participants; and (F) restrictions on the use of cell phones, audio or video recording devices and similar devices at the meeting. The chairperson of any meeting of Shareholdersstockholders, in addition to making any other determinations that may be appropriate to the matter must be specifically identified in the notice of meeting given by or at the direction of a majority conduct of the Trustees then in office meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or otherwise business was not properly brought before the meeting by or at the direction of the chairman of the meetingand if such chairperson should so determine, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating such chairperson shall so declare to the qualification of voters meeting and any such matter or business not properly brought before the validity of proxies and the acceptance meeting shall not be transacted or rejection of votes shall be decided by the chairman of the meetingconsidered. Unless otherwise and to the extent determined by the chairman Board of Directors or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. (A) Meetings of the Shareholders stockholders shall be presided over by the Chief Executive OfficerChairperson of the Board, or in the President (if different from Chairperson’s absence by the Chief Executive Officer), or, if Vice Chairperson of the Chief Executive Officer or President is not present at the meeting, then by a Vice PresidentBoard, if any, or if there are no in the Vice Presidents Chairperson’s absence by the Chief Executive Officer, or no Vice Presidents are present at in the absence of all of the foregoing persons by a chairperson designated by the Board. The Secretary shall act as secretary of the meeting, then but in the Secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. (B) The Board may adopt by another officer designated resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the PresidentBoard, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or if there is no such designee present at reason) to recess and/or adjourn the meeting, then by the most senior officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine the order of business of the meeting and may to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchairperson, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of ShareholdersSuch rules, regulations or procedures, whether adopted by the matter must be specifically identified in Board or prescribed by the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the chairman’s sole discretion. With meeting to stockholders of record of the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934Corporation, their duly authorized and constituted proxies or such other persons as amended, or any successor provisions, only matters proposed by the Trustees may shall be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating determined; (iv) restrictions on entry to the qualification of voters meeting after the time fixed for the commencement thereof; and (v) limitations on the validity of proxies and the acceptance time allotted to questions or rejection of votes shall be decided comments by the chairman of the meetingparticipants. Unless otherwise and to the extent determined by the chairman Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. (C) The chairperson of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. (D) In advance of any meeting of stockholders, the Board, the Chairperson of the Board or the Chief Executive Officer shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall certify their determination of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, Chair of the President (if different from the Chief Executive Officer)Trustees, or, if the Chief Executive Officer or President Chair is not present at the meeting, then by a Vice President, if anyTrustee or officer designated by the Chair or authorized by the Trustees, or if there are is no Vice Presidents or no Vice Presidents are such person present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chair of the meeting. The chairman chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting. For any matter to be properly before any meeting , including, without limitation, establishing: an agenda or order of Shareholders, business for the matter must be specifically identified in the notice of meeting given by or meeting; rules and procedures for maintaining order at the direction meeting and the safety of a majority of those present; conditions on the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman recording of the meeting; limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, in and such other persons as the chairman’s sole discretionchair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. With the exception of Shareholder proposals submitted in accordance with with, and otherwise meeting the requirements of of, Rule 14a-8 14a 8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s Trusts proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman chair of the meeting. The chair of the meeting shall determine, in the chairs sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chairman chair of the meeting, meetings shall not be required to be held in accordance with the any rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders Members shall be presided over by the Chief Executive Officer, chief executive officer or president of the President (if different from the Chief Executive Officer), Company or, if the Chief Executive Officer chief executive officer or President president is not present at the a meeting, then by a Vice Presidentsuch other person as the board of managers shall designate or, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer such person is designated by the Presidentboard of managers, or if there is no such designee present at the meeting, then by the most senior officer of the Trust Company present at the meeting. The secretary of the Company, and if present, shall act as secretary of each meeting of the Members; if he is not present at a meeting, then such person as may be designated by the presiding officer shall be deemed for all purposes the chairman act as secretary of the meeting. The chairman Meetings of the Members shall follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting of the Members and the determination of procedure and rules shall be in the absolute discretion of the presiding officer (the "Chairman of the Meeting") and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules. Accordingly, in any meeting of the Members or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply: (i) The Chairman of the Meeting may ask or require that anyone not a bona fide Member or authorized representative or proxy of a Member leave the meeting. (ii) A resolution or motion shall be considered for vote only if proposed by a Member or duly authorized proxy, subject to compliance with any other requirements concerning such a proposed resolution or motion contained in this Agreement. The Chairman of the Meeting may propose any motion for vote. The order of business at all meetings of the meeting and Members shall be determined by the Chairman of the Meeting. (iii) The Chairman of the Meeting may prescribe such rules, regulations and procedures and take such actions as, impose any reasonable limits with respect to participation in the discretion of such chairman, are appropriate for the proper conduct meetings of the meetingMembers, including, but not limited to, limits on the amount of time at the meeting taken up by the remarks or questions of a Member and limits as to the subject matter and timing of questions and remarks by a Member. (iv) Before any meetings of the Members, the board of managers may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. For any matter to be properly before any If no inspectors of election are so appointed, the Chairman of the Meeting may, and on request of a Member or a Member's proxy shall, appoint inspectors of election at the meeting of Shareholdersthe Members. The number of inspectors shall be three. If any person appointed as inspector fails to appear or refuses to act, the matter must be specifically identified in Chairman of the notice of meeting given by or at Meeting may, and upon the direction request of a majority Member or a Member's proxy shall, appoint a person to fill such vacancy. The duties of these inspectors shall be as follows: (1) Determine the Trustees then in office or otherwise brought before Membership Interests outstanding and the meeting by or voting power of each, the Membership Interests represented at the direction of the chairman of the meeting, the existence of quorum, and the authenticity, validity and effect of proxies; (2) Receive votes or ballots; (3) Hear and determine all challenges and questions in the chairman’s sole discretion. With the exception of Shareholder proposals submitted any way arising in accordance connection with the requirements right to vote; (4) Count and tabulate all votes; (5) Report to the board of Rule 14a-8 under managers the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed results based on the information assembled by the Trustees inspectors; and (6) Do any other acts that may be included in proper to conduct the Trust’s proxy materialselection or vote with fairness to the Members. The Trustees may from time to time in their discretion provide for procedures by which Shareholders mayNotwithstanding the foregoing, prior to the final certification of the results of any election or other matter acted upon at a meeting at which Trustees are to of the Members shall be elected, submit the names of potential candidates for Trustee, to be considered made by the Trustees, or any proper committee thereof. At all meetings board of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary proceduremanagers.

Conduct of Meetings. Meetings Unless the Board of Directors shall designate another officer or Director of the Shareholders shall be presided over by Corporation to preside and act as the Chief Executive Officerchairman at any regular or special meeting of shareholders, the President (if different from Chairman of the Chief Executive Officer)Board, oror in his absence, if the Chief Executive Officer or President is not present at the meeting, then by a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, shall preside and such person shall be deemed for all purposes act as the chairman at any regular or special meeting of the meetingshareholders. The chairman of the meeting, consistent with any authority, direction, restriction or limitation given to him by the Board of Directors (if any), shall have any and all powers and authority necessary to conduct an orderly meeting, preserve order and determine any and all procedural matters, including the proper means of obtaining the floor, who shall have the right to address the meeting, the manner in which shareholders will be recognized to speak, imposing reasonable limits on the amount of time at the meeting taken up in remarks by any one shareholder or group of shareholders, the number of times a shareholder may address the meeting, and the person to whom questions should be addressed. Any actions by the Chairman of the Board or any person acting in his place in adopting rules for, or in conducting, a meeting shall determine be fair to the order shareholders. Rules adopted for use at a meeting which are approved in advance by the Board of business of Directors (if any), and actions taken by the chairman in conducting the meeting and may prescribe pursuant to such rulesrules shall be fair to shareholders. The chairman shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, regulations and procedures and take such actions as, in the discretion of such chairman, are appropriate for ability to cast a vote will be deemed to have closed upon the proper conduct final adjournment of the meeting. For After the polls close, no ballots, proxies, or votes, nor any matter revocations or changes thereto, may be accepted. In addition, until the business to be properly before any completed at a meeting of Shareholdersshareholders is completed, the matter must be specifically identified in the notice of meeting given by or at the direction chairman of a majority meeting of the Trustees then in office or otherwise brought before shareholders is expressly authorized to temporarily adjourn and postpone the meeting by from time to time. The Secretary of the Corporation or in his absence, an Assistant Secretary, shall act as Secretary of all meetings of the shareholders. In the absence at such meeting of the direction of Secretary and Assistant Secretary, the chairman of the meeting, in the chairman’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, meeting may appoint another person to act as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman Secretary of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders Members shall be presided ------------------- over by the Chief Executive Officer, chief executive officer or president of the President (if different from the Chief Executive Officer), Company or, if the Chief Executive Officer chief executive officer or President president is not present at the a meeting, then by a Vice Presidentsuch other person as the board of managers shall designate or, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer such person is designated by the Presidentboard of managers, or if there is no such designee present at the meeting, then by the most senior officer of the Trust Company present at the meeting. The secretary of the Company, and if present, shall act as secretary of each meeting of the Members; if he is not present at a meeting, then such person as may be designated by the presiding officer shall be deemed for all purposes the chairman act as secretary of the meeting. The chairman Meetings of the Members shall follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting of the Members and the determination of procedure and rules shall be in the absolute discretion of the presiding officer (the "Chairman of the Meeting") and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules. Accordingly, in any meeting of the Members or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply: (i) The Chairman of the Meeting may ask or require that anyone not a bona fide Member or authorized representative or proxy of a Member leave the meeting. (ii) A resolution or motion shall be considered for vote only if proposed by a Member or duly authorized proxy, subject to compliance with any other requirements concerning such a proposed resolution or motion contained in this Agreement. The Chairman of the Meeting may propose any motion for vote. The order of business at all meetings of the meeting and Members shall be determined by the Chairman of the Meeting. (iii) The Chairman of the Meeting may prescribe such rules, regulations and procedures and take such actions as, impose any reasonable limits with respect to participation in the discretion of such chairman, are appropriate for the proper conduct meetings of the meetingMembers, including, but not limited to, limits on the amount of time at the meeting taken up by the remarks or questions of a Member and limits as to the subject matter and timing of questions and remarks by a Member. (iv) Before any meetings of the Members, the board of managers may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. For any matter to be properly before any If no inspectors of election are so appointed, the Chairman of the Meeting may, and on request of a Member or a Member's proxy shall, appoint inspectors of election at the meeting of Shareholdersthe Members. The number of inspectors shall be three. If any person appointed as inspector fails to appear or refuses to act, the matter must be specifically identified in Chairman of the notice of meeting given by or at Meeting may, and upon the direction request of a majority Member or a Member's proxy shall, appoint a person to fill such vacancy. The duties of these inspectors shall be as follows: (1) Determine the Trustees then in office or otherwise brought before Membership Interests outstanding and the meeting by or voting power of each, the Membership Interests represented at the direction of the chairman of the meeting, the existence of quorum, and the authenticity, validity and effect of proxies; (2) Receive votes or ballots; (3) Hear and determine all challenges and questions in the chairman’s sole discretion. With the exception of Shareholder proposals submitted any way arising in accordance connection with the requirements right to vote; (4) Count and tabulate all votes; (5) Report to the board of Rule 14a-8 under managers the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed results based on the information assembled by the Trustees inspectors; and (6) Do any other acts that may be included in proper to conduct the Trust’s proxy materialselection or vote with fairness to the Members. The Trustees may from time to time in their discretion provide for procedures by which Shareholders mayNotwithstanding the foregoing, prior to the final certification of the results of any election or other matter acted upon at a meeting at which Trustees are to of the Members shall be elected, submit the names of potential candidates for Trustee, to be considered made by the Trustees, or any proper committee thereof. At all meetings board of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary proceduremanagers.

Conduct of Meetings. Meetings of the Shareholders Members shall be presided over by the Chief Executive Officer, chief executive officer or president of the President (if different from the Chief Executive Officer), Company or, if the Chief Executive Officer chief executive officer or President president is not present at the a meeting, then by a Vice Presidentsuch other person as the board of managers shall designate or, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer such person is designated by the Presidentboard of managers, or if there is no such designee present at the meeting, then by the most senior officer of the Trust Company present at the meeting. The secretary of the Company, and if present, shall act as secretary of each meeting of the Members; if he is not present at a meeting, then such person as may be designated by the presiding officer shall be deemed for all purposes the chairman act as secretary of the meeting. The chairman Meetings of the Members shall follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting of the Members and the determination of procedure and rules shall be in the absolute discretion of the presiding officer (the "Chairman of the Meeting") and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules. Accordingly, in any meeting of the Members or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply: (i) The Chairman of the Meeting may ask or require that anyone not a bona fide Member or authorized representative or proxy of a Member leave the meeting. (ii) A resolution or motion shall be considered for vote only if proposed by a Member or duly authorized proxy, subject to compliance with any other requirements concerning such a proposed resolution or motion contained in this Agreement. The Chairman of the 99116126-4 Meeting may propose any motion for vote. The order of business at all meetings of the meeting and Members shall be determined by the Chairman of the Meeting. (iii) The Chairman of the Meeting may prescribe such rules, regulations and procedures and take such actions as, impose any reasonable limits with respect to participation in the discretion of such chairman, are appropriate for the proper conduct meetings of the meetingMembers, including, but not limited to, limits on the amount of time at the meeting taken up by the remarks or questions of a Member and limits as to the subject matter and timing of questions and remarks by a Member. (iv) Before any meetings of the Members, the board of managers may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. For any matter to be properly before any If no inspectors of election are so appointed, the Chairman of the Meeting may, and on request of a Member or a Member's proxy shall, appoint inspectors of election at the meeting of Shareholdersthe Members. The number of inspectors shall be three. If any person appointed as inspector fails to appear or refuses to act, the matter must be specifically identified in Chairman of the notice of meeting given by or at Meeting may, and upon the direction request of a majority Member or a Member's proxy shall, appoint a person to fill such vacancy. The duties of these inspectors shall be as follows: (1) Determine the Trustees then in office or otherwise brought before Membership Interests outstanding and the meeting by or voting power of each, the Membership Interests represented at the direction of the chairman of the meeting, the existence of quorum, and the authenticity, validity and effect of proxies; (2) Receive votes or ballots; (3) Hear and determine all challenges and questions in the chairman’s sole discretion. With the exception of Shareholder proposals submitted any way arising in accordance connection with the requirements right to vote; (4) Count and tabulate all votes; (5) Report to the board of Rule 14a-8 under managers the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed results based on the information assembled by the Trustees inspectors; and (6) Do any other acts that may be included in proper to conduct the Trust’s proxy materialselection or vote with fairness to the Members. The Trustees may from time to time in their discretion provide for procedures by which Shareholders mayNotwithstanding the foregoing, prior to the final certification of the results of any election or other matter acted upon at a meeting at which Trustees are to of the Members shall be elected, submit the names of potential candidates for Trustee, to be considered made by the Trustees, or any proper committee thereof. At all meetings board of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise determined by the chairman of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary proceduremanagers.

Conduct of Meetings. Meetings of the Shareholders The Managing Trustees shall be presided over by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by appoint a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, Chairperson and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine the order of business of the meeting and may prescribe such rules, regulations and procedures and take such actions as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of Shareholders, the matter must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman Secretary of the meeting, either or both of whom may be Managing Trustees. The vote upon any resolution submitted to any meeting of Beneficiaries shall be by written ballot. Should the Chairperson of the meeting deem it advisable, he shall appoint an Inspector of Votes, who shall count all votes cast at the meeting for or against any resolution and shall make and file with the Secretary of the meeting a verified written report. A Majority Vote shall be required to take any action which Beneficiaries are required or permitted to take under this Trust Agreement or under applicable law. For purposes of this Trust Agreement, a majority in voting power of those of the chairman’s sole discretion. With Beneficiaries voting in person or by proxy at a properly called meeting of the exception Beneficiaries, based on the voting rights of Shareholder proposals submitted the Former Stockholders determined in accordance with the requirements Certificate of Rule 14a-8 under Incorporation of the Securities Exchange Act of 1934Company, as amended, or as of the effectiveness of the Certificate of Dissolution shall constitute a “Majority Vote” of the Beneficiaries. Notwithstanding any successor provisionsother provisions of this Trust Agreement, only matters proposed by the Managing Trustees may be included in the Trust’s proxy materials. The Trustees make such reasonable regulations as they may from time to time in their discretion provide deem advisable for procedures by which Shareholders may, prior to any meeting at which Trustees are of holders of the Beneficial Interests in regard to be electedproof of the appointment of proxies, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating and in regard to the qualification appointment and duties of voters Inspectors of Votes, the submission and the validity examination of proxies and other evidence of the acceptance right to vote, and such other matters concerning the conduct of the meeting as he shall think fit. Notwithstanding anything to the contrary set forth herein, any action that the Beneficiaries are required or rejection of votes permitted to take at any meeting thereof under this Trust Agreement or applicable law may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be decided signed by the chairman a majority in voting power of the meeting. Unless otherwise determined by Beneficiaries, based on the chairman voting rights of the meeting, meetings shall not be required to be held Former Stockholders determined in accordance with the rules Certificate of parliamentary procedureIncorporation of the Company, as amended, as of the effectiveness of the Certificate of Dissolution and delivered to the Managing Trustees in accordance with this Trust Agreement and applicable law. Each such written consent shall bear the date of signature of each Beneficiary who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 11.7, written consents signed by a sufficient number of Beneficiaries to take such action are delivered to the Managing Trustees as provided hereunder. Any action taken by such written consent shall be the equivalent of a “Majority Vote” of the Beneficiaries for purposes of approving or authorizing any action under this Trust Agreement that requires a “Majority Vote” of the Beneficiaries.

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, Chair of the President (if different from the Chief Executive Officer)Trustees, or, if the Chief Executive Officer or President Chair is not present at the meeting, then by a Vice President, if anyTrustee or officer designated by the Chair or authorized by the Trustees, or if there are is no Vice Presidents or no Vice Presidents are such person present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chair of the meeting. The chairman chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting. For any matter to be properly before any meeting , including, without limitation, establishing: an agenda or order of Shareholders, business for the matter must be specifically identified in the notice of meeting given by or meeting; rules and procedures for maintaining order at the direction meeting and the safety of a majority of those present; conditions on the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman recording of the meeting; limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, in and such other persons as the chairman’s sole discretionchair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. With the exception of Shareholder proposals submitted in accordance with with, and otherwise meeting the requirements of of, Rule 14a-8 14a8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s Trusts proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman chair of the meeting. The chair of the meeting shall determine, in the chairs sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chairman chair of the meeting, meetings shall not be required to be held in accordance with the any rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, Chair of the President (if different from the Chief Executive Officer)Trustees, or, if the Chief Executive Officer or President Chair is not present at the meeting, then by a Vice President, if anyTrustee or officer designated by the Chair or authorized by the Trustees, or if there are is no Vice Presidents or no Vice Presidents are such person present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chair of the meeting. The chairman chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing: an agenda or order of business for the meeting; rules and procedures for maintaining order at the meeting and the safety of those present; conditions on the recording of the meeting; limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the chair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. For any matter to be properly before any meeting of Shareholders, the matter must be a proper matter for Shareholder action under the Declaration of Trust, these Bylaws and applicable law and must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman chair of the meeting, in the chairmanchair’s sole discretion. With the exception of Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, Except as amended, or any successor provisionsprovided by applicable law, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman chair of the meeting. The chair of the meeting shall determine, in the chair’s sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chairman chair of the meeting, meetings shall not be required to be held in accordance with the any rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders shall be presided over by the Chief Executive Officer, Chair of the President (if different from the Chief Executive Officer)Trustees, or, if the Chief Executive Officer or President Chair is not present at the meeting, then by a Vice President, if anyTrustee or officer designated by the Chair or authorized by the Trustees, or if there are is no Vice Presidents or no Vice Presidents are such person present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior any officer of the Trust present at the meeting, and such person shall be deemed for all purposes the chairman chair of the meeting. The chairman chair of the meeting shall determine have the order of business of the meeting right and may authority to prescribe such rules, regulations and procedures and take to do all such actions acts as, in the discretion judgment of such chairmanchair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing: an agenda or order of business for the meeting; rules and procedures for maintaining order at the meeting and the safety of those present; conditions on the recording of the meeting; limitations on participation in such meeting to Shareholders of record of the Trust and their duly authorized and constituted proxies, and such other persons as the chair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; conditions for the removal of any Shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; and regulations for the opening and closing of the polls for balloting on matters which are to be voted on by ballot. For any matter to be properly before any meeting of Shareholders, the matter must be a proper matter for Shareholder action under the Declaration of Trust, these Bylaws and applicable law and must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman chair of the meeting, in the chairmanchair’s sole discretion. With the exception of Shareholder proposals submitted in accordance with with, and otherwise meeting the requirements of of, Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trust’s proxy materials. The Trustees may from time to time in their discretion provide for procedures by which Shareholders may, prior to any meeting at which Trustees are to be elected, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman chair of the meeting. The chair of the meeting shall determine, in the chair’s sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chairman chair of the meeting, meetings shall not be required to be held in accordance with the any rules of parliamentary procedure.

Conduct of Meetings. Meetings of the Shareholders The Managing Trustee shall be presided over by the Chief Executive Officer, the President (if different from the Chief Executive Officer), or, if the Chief Executive Officer or President is not present at the meeting, then by appoint a Vice President, if any, or if there are no Vice Presidents or no Vice Presidents are present at the meeting, then by another officer designated by the President, or if there is no such designee present at the meeting, then by the most senior officer of the Trust present at the meeting, Chairperson and such person shall be deemed for all purposes the chairman of the meeting. The chairman of the meeting shall determine the order of business of the meeting and may prescribe such rules, regulations and procedures and take such actions as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting. For any matter to be properly before any meeting of Shareholders, the matter must be specifically identified in the notice of meeting given by or at the direction of a majority of the Trustees then in office or otherwise brought before the meeting by or at the direction of the chairman Secretary of the meeting, either or both of whom may be Managing Trustee. The vote upon any resolution submitted to any meeting of Beneficiaries shall be by written ballot. Should the Chairperson of the meeting deem it advisable, he shall appoint an Inspector of Votes, who shall count all votes cast at the meeting for or against any resolution and shall make and file with the Secretary of the meeting a verified written report. A Majority Vote shall be required to take any action which Beneficiaries are required or permitted to take under this Trust Agreement or under applicable law. For purposes of this Trust Agreement, a majority in voting power of those of the chairman’s sole discretion. With Beneficiaries voting in person or by proxy at a properly called meeting of the exception Beneficiaries, based on the voting rights of Shareholder proposals submitted the Former Stockholders determined in accordance with the requirements Restated Certificate of Rule 14a-8 under Incorporation of the Securities Exchange Act of 1934Company, as amended, or as of the effectiveness of the Certificate of Dissolution shall constitute a “Majority Vote” of the Beneficiaries. Notwithstanding any successor provisionsother provisions of this Trust Agreement, only matters proposed by the Trustees Managing Trustee may be included in the Trust’s proxy materials. The Trustees make such reasonable regulations as he may from time to time in their discretion provide deem advisable for procedures by which Shareholders may, prior to any meeting at which Trustees are of holders of the Beneficial Interests in regard to be electedproof of the appointment of proxies, submit the names of potential candidates for Trustee, to be considered by the Trustees, or any proper committee thereof. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating and in regard to the qualification appointment and duties of voters Inspectors of Votes, the submission and the validity examination of proxies and other evidence of the acceptance right to vote, and such other matters concerning the conduct of the meeting as he shall think fit. Notwithstanding anything to the contrary set forth herein, any action that the Beneficiaries are required or rejection of votes permitted to take at any meeting thereof under this Trust Agreement or applicable law may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be decided signed by the chairman a majority in voting power of the meeting. Unless otherwise determined by Beneficiaries, based on the chairman voting rights of the meeting, meetings shall not be required to be held Former Stockholders determined in accordance with the rules Certificate of parliamentary procedureIncorporation of the Company, as amended, as of the effectiveness of the Certificate of Dissolution and delivered to the Managing Trustee in accordance with this Trust Agreement and applicable law. Each such written consent shall bear the date of signature of each Beneficiary who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 11.7, written consents signed by a sufficient number of Beneficiaries to take such action are delivered to the Managing Trustee as provided hereunder. Any action taken by such written consent shall be the equivalent of a “Majority Vote” of the Beneficiaries for purposes of approving or authorizing any action under this Trust Agreement that requires a “Majority Vote” of the Beneficiaries.