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. 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 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 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 By Laws 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 of the Stockholders shall be presided over announced at the meeting by the Chief Executive Officerperson presiding over the meeting designated in accordance with Section 1.07 of these Bylaws. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the President person presiding over any meeting of Stockholders shall have the right and authority to convene and (if different from the Chief Executive Officer), or, if the Chief Executive Officer for any or President is not present at no reason) to recess and/or adjourn 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 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 that a matter or otherwise business was not properly brought before the meeting by and if such presiding person should so determine, such presiding person shall so declare to such meeting and any such matter or at business not properly brought before the direction of the chairman of the meeting, in the chairman’s sole discretionmeeting shall not be transacted or considered. 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 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 meetingperson presiding over the applicable meeting of Stockholders, 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 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 The 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 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 that Beneficiaries are required or permitted to take under this Trust Agreement or under applicable law. Notwithstanding any other provisions of this Trust Agreement, the Trustees may make such reasonable regulations as he may deem advisable for any meeting of holders of the Beneficial Interests in regard to proof of the chairman’s sole discretionappointment of proxies, and in regard to the appointment and duties of Inspectors of Votes, the submission and examination of proxies and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as they shall think fit. With Notwithstanding anything to the exception contrary set forth herein, any action that the Beneficiaries are required or 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 signed by a Majority-in-Interest of Shareholder proposals submitted Beneficiaries and delivered to the Trustees in accordance with this Trust Agreement and applicable law. Each such written consent shall bear the requirements date of Rule 14a-8 under signature of each Beneficiary who signs the Securities Exchange Act consent, and no written consent shall be effective to take the action referred to therein unless, within 60 days of 1934the earliest dated consent delivered in the manner required by this Section 9.7, as amended, or any successor provisions, only matters proposed written consents signed by a Majority-in-Interest of Beneficiaries to take such action are delivered to the Trustees may be included in the Trust’s proxy materialsas provided hereunder. The Trustees may from time to time in their discretion provide for procedures Any action taken 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 such written consent shall be decided by the chairman equivalent of the meeting. Unless otherwise determined by the chairman a “Majority Vote” for purposes of the meeting, meetings shall not be required to be held in accordance with the rules of parliamentary procedureapproving or authorizing any action under this Trust Agreement that requires a “Majority Vote”.

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 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.

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 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.