Inspectors of Election. Before any shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy. These inspectors shall: (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) Receive votes, ballots or consents; (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) Count and tabulate all votes or consents; (e) Determine when the polls shall close; (f) Determine the result; and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 10 contracts
Samples: Bylaws (Russell Investment Co), Bylaws (Russell Investment Funds), Bylaws (Russell Investment Co)
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board of Trustees may appoint any persons person other than nominees for office to act as inspectors inspector of election at the meeting or its adjournment. If no inspectors inspector of election are is so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s 's proxy shall, appoint inspectors an inspector of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may may, and on the request of any shareholder or a shareholder’s proxy's proxy shall, shall appoint a person to fill the vacancy. These inspectors The inspector shall:
(a) Determine determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive receive votes, ballots or consents;
(c) Hear hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count count and tabulate all votes or consents;
(e) Determine determine when the polls shall close;
(f) Determine determine the resultresult of voting or consents; and
(g) Do do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 3 contracts
Samples: By Laws (National Retail Fund II), By Laws (National Retail Fund III), By Laws (Federated Core Trust III)
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, may and on the request of any shareholder or a shareholder’s 's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s 's proxy, shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Declaration of Trust (American Century Government Income Trust), Amended and Restated Agreement and Declaration of Trust (American Century Government Income Trust), By Laws (Lsa Variable Series Trust)
Inspectors of Election. Before any The Board of Directors, in advance of a shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office one or more inspectors to act as inspectors of election at the meeting or its adjournmentany adjournment thereof. If no inspectors of election are not so appointed, the chairman of person presiding at the shareholders’ meeting may, and on the request of any a shareholder or a shareholder’s proxy entitled to vote thereat shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of inspectors. In case a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman vacancy may be filled by appointment made by the Board of Directors in advance of the meeting may and on or at the request of any shareholder or a shareholder’s proxymeeting by the person presiding thereat. If appointed, the inspectors shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive , and shall receive votes, ballots or consents;
(c) Hear , hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count , count and tabulate all votes votes, ballots or consents;
(e) Determine when the polls shall close;
(f) Determine , determine the result; and
(g) Do any other , and do such acts that may be as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or a shareholder entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the facts found by them and matters determined by them. The report shall be prima facie evidence of the facts stated and of the vote as certified by the inspectors.
Appears in 2 contracts
Samples: Merger Agreement (Chemical Financial Corp), Merger Agreement (TCF Financial Corp)
Inspectors of Election. Before (a) In advance of any meeting of shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election to act at the meeting or its adjournmentand any adjournment thereof. If no inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman chair of the any such meeting may, and on the request of any shareholder or a the holder of such shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one (1) or three (3)three. If inspectors are appointed at a meeting on the request of one or more shareholders or holders of proxies, the holders of a majority of shares represented in person or their proxies present at the meeting by proxy shall determine whether one (1) inspector or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy. These inspectors shall:.
(ab) Determine The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive ; receive votes, ballots or consents;
(c) Hear ; hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count ; count and tabulate all votes or consents;
(e) Determine ; determine when the polls shall close;
(f) Determine ; determine the result; and
(g) Do any other and do such acts that as may be proper to conduct the election or vote with fairness to all shareholders.
(c) The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)
Inspectors of Election. Before any shareholders’ meetingmeeting of Shareholders, the Board of Trustees may appoint any persons person other than nominees for office to act as inspectors inspector of election at the meeting or its adjournment. If no inspectors inspector of election are is so appointed, the chairman of the meeting may, and on the request of any shareholder Shareholder or a shareholderShareholder’s proxy shall, appoint inspectors an inspector of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may may, and on the request of any shareholder Shareholder or a shareholderShareholder’s proxyproxy shall, shall appoint a person to fill the vacancy. These inspectors The inspector shall:
(a) Determine determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive receive votes, ballots or consents;
(c) Hear hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count count and tabulate all votes or consents;
(e) Determine determine when the polls shall close;
(f) Determine determine the resultresult of voting or consents; and
(g) Do do any other acts that may be proper to conduct the election or vote with fairness to all shareholdersShareholders.
Appears in 2 contracts
Samples: By Laws (American Beacon Institutional Funds Trust), By Laws (Ivy High Income Opportunities Fund)
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board board of Trustees directors may appoint any persons other than nominees for office to act as an inspector or inspectors of election to act at the meeting or its adjournment. If no inspectors inspector of election are is so appointed, then the chairman of the meeting may, and on the request of any shareholder or a shareholder’s 's proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may may, and on upon the request of any shareholder or a shareholder’s proxy's proxy shall, shall appoint a person to fill the that vacancy. These Such inspectors shall:
(a) Determine determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum quorum, and the authenticity, validity validity, and effect of proxies;
(b) Receive receive votes, ballots or consents;
(c) Hear hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, may and on the request of any shareholder or a shareholder’s 's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman Chairman of the meeting may and on the request of any shareholder or a shareholder’s 's proxy, shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
; (b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 1 contract
Samples: By Laws (Montgomery Funds Iii)
Inspectors of Election. Before any shareholders’ shareholders meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s shareholders proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s shareholders proxy, shall appoint a person to fill the vacancy. These inspectors shall:
shall (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
proxies (b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
vote (d) Count and tabulate all votes or consents;
consents (e) Determine when the polls shall close;
close (f) Determine the result; and
result and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 1 contract
Samples: Bylaws (Russell Investment Funds)
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board of Trustees Directors may appoint any persons persons, other than nominees for office office, to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s 's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares represented in person or their proxies present at the meeting proxy shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may may, and on upon the request of any shareholder or a shareholder’s proxy's proxy shall, shall appoint a person to fill the that vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum quorum, and the authenticity, validity validity, and effect of proxies;
(b) Receive votes, ballots ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 1 contract
Inspectors of Election. Before In advance of any shareholders’ meetingmeeting of stockholders, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election to act at the such meeting or its adjournmentany adjournment thereof. If no inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman presiding officer of the any such meeting may, and on the request of any shareholder stockholder or a shareholder’s stockholder's proxy shall, appoint inspectors of election make such appointment at the meeting. The number of inspectors shall be either one (1) or three (3)three. If inspectors are appointed at a meeting on the request of one or more shareholders stockholders or proxies, the holders of a majority of shares represented in person or their proxies present at the meeting by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman The duties of the meeting may and on the request of any shareholder or a shareholder’s proxy, such inspectors shall appoint a person to fill the vacancy. These inspectors shall:
include: (a) Determine determining the number of shares outstanding of stock and the voting power of eacheach share, the shares of stock represented at the meeting, the existence of a quorum quorum, and the authenticity, validity and effect of the proxies;
; (b) Receive receiving votes, ballots or consents;
; (c) Hear hearing and determine determining all challenges and questions in any way arising in connection with the right to vote;
; (d) Count counting and tabulate tabulating all votes or consents;
; (e) Determine when determining the polls shall close;
result; and (f) Determine the result; and
(g) Do any other such acts that as may be proper to conduct the election or vote with fairness to all shareholdersstockholders.
Appears in 1 contract
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, may and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one one
(1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 1 contract
Samples: By Laws (Two Roads Shared Trust)
Inspectors of Election. Before any meeting of ---------------------- shareholders’ meeting, the Board of Trustees Directors may appoint any persons persons, other than nominees for office office, to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s 's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares represented in person or their proxies present at the meeting proxy shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may may, and on upon the request of any shareholder or of a shareholder’s proxy's proxy shall, shall appoint a person to fill the that vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum quorum, and the authenticity, validity validity, and effect of proxies;
(b) Receive votes, ballots ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with within fairness to all shareholders.
Appears in 1 contract
Samples: Shareholders' Agreement (Amgen Inc)
Inspectors of Election. Before any shareholders’ meetingmeeting of Shareholders, the Board of Trustees may appoint any persons person other than nominees for office to act as inspectors inspector of election at the meeting or its adjournment. If no inspectors inspector of election are is so appointed, the chairman of the meeting may, and on the request of any shareholder Shareholder or a shareholderShareholder’s proxy shall, appoint inspectors an inspector of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may may, and on the request of any shareholder Shareholder or a shareholderShareholder’s proxyproxy shall, shall appoint a person to fill the vacancy. These inspectors The inspector shall:
(a) Determine determine the number of shares Shares outstanding and the voting power of each, the shares Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive receive votes, ballots or consents;
(c) Hear hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count count and tabulate all votes or consents;
(e) Determine determine when the polls shall close;
(f) Determine determine the resultresult of voting or consents; and
(g) Do do any other acts that may be proper to conduct the election or vote with fairness to all shareholdersShareholders.
Appears in 1 contract
Samples: By Laws (FS Series Trust)
Inspectors of Election. Before In advance of any shareholders’ meetingmeeting of Shareholders the Trustees may, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are if they have not so appointed, acted the chairman of the meeting may, and on upon the request of any shareholder or a shareholder’s proxy the holders of 25% of the Shares entitled to vote at such meeting shall, appoint inspectors two Inspectors of election at the meeting. The number of inspectors shall be either one Election (1"Inspectors") or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present to act at the meeting or any adjournment thereof. No candidate for the office of Trustee shall determine whether one (1) or three (3) inspectors are to be appointedappointed an Inspector. If any person appointed as inspector Inspector fails to appear or fails or refuses to act, the chairman vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting may and on or at the request of any shareholder or a shareholder’s proxy, meeting by the person acting as chairman. The Inspectors shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine determine the number of shares outstanding and the voting power of eachShares outstanding, the shares Shares represented at the meeting, the existence of a quorum and quorum, the authenticity, validity and effect of proxies;
(b) Receive ; shall receive votes, ballots or consents;
(c) Hear , shall hear and determine all challenges and questions question in any way arising in connection with the right to vote;
(d) Count ; shall count and tabulate all votes or consents;
(e) Determine when consents and determine the polls results; and shall close;
(f) Determine the result; and
(g) Do any do such other acts that as may be proper to conduct the election or vote with fairness to all shareholdersShareholders. The Inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any facts found by them. If no Inspectors are appointed, the duties set forth in this Section 12.4 shall be discharged by the secretary of the meeting.
Appears in 1 contract
Samples: Bylaws (Uc Investment Trust)
Inspectors of Election. Before any meeting of shareholders’ meeting, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, may and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
Appears in 1 contract
Samples: By Laws (Two Roads Shared Trust)
Inspectors of Election. Before any shareholders’ meeting, Inspectors of election may be appointed by the Board of Trustees may appoint any persons other than nominees for office Directors to act as inspectors at any meeting of election shareholders at the meeting or its adjournmentwhich any vote is taken. If no inspectors of election are not so appointed, the chairman presiding officer of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint make such appointment. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy. These inspectors shall:
(a) Determine the number of shares outstanding and outstanding, the voting power of rights with respect to each, the shares represented at the meeting, the existence of a quorum quorum, and the authenticity, validity validity, and effect of proxies;
(b) Receive ; receive votes, ballots or ballots, consents;
(c) Hear , and waivers; hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count ; count and tabulate all votes or votes, consents;
(e) Determine when the polls shall close;
(f) Determine , and waivers; determine and announce the result; and
(g) Do any other and do such acts that may be as are proper to conduct the election or vote with fairness to all shareholders. No inspector, whether appointed by the Board of Directors or by the person acting as presiding officer of the meeting, need be a shareholder. The inspectors may appoint and retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.
Appears in 1 contract
Samples: Merger Agreement (Imc Mortgage Co)