Common use of Directors positions and recent vacancies Clause in Contracts

Directors positions and recent vacancies. Except as otherwise established with respect to the rights of bearers of any class or series of preferred shares to elect directors under specific circumstances, the positions of directors recently created that result from an increase in the number of directors and the vacancies in the Board resulting from death, resignation, incapacity, dismissal or any other cause, must be filled only with the affirmative vote of the majority of the remaining directors exercising their function or of a single remaining director, although it may represent less than a quorum of the Board. Every director elected in accordance with the previous sentence will exercise his/her functions for the remaining period of time until the expiration of the term of the new director’s position created or the one created from the vacancy and until the successor of such director has been elected and qualified. ARTICLE 6 BY-LAWS – Except as otherwise provided in these Articles of Incorporation, including but not limited to the powers granted by the By-Laws, the Board is expressly empowered to adopt, revoke, alter, amend and rescind any or all the by-laws of the Company. ARTICLE 7