Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the Chairman, if any, of any meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairman. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. 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. On request of the Chairman, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

Inspectors of Election. In The Board of Directors, in advance of any meeting of Shareholdersa shareholders’ meeting, the Trustees may appoint Inspectors of Election one or more inspectors to act at the meeting or any adjournment thereof. If Inspectors of Election inspectors are not so appointed, the Chairman, if any, of any person presiding at the shareholders’ meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy a shareholder entitled to vote thereat shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Electioninspectors. In case any a person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees Board of Directors in advance of the convening of the meeting or at the meeting by the person acting as chairmanpresiding thereat. The Inspectors of Election If appointed, the inspectors shall determine the number of Shares outstandingshares outstanding and the voting power of each, the Shares shares represented at the meeting, the existence of a quorum, quorum and the authenticity, validity and effect of proxies, and shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes votes, ballots or consents, determine the resultsresult, and do such other acts as may be are proper to conduct the election or vote with fairness to all Shareholders. 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 allshareholders. On request of the Chairmanperson presiding at the meeting or a shareholder entitled to vote thereat, if any, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined facts found by them and shall execute a certificate of any facts found matters determined by them. The report shall be prima facie evidence of the facts stated and of the vote as certified by the inspectors.

Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election Election, who may but need not be Shareholders, to act at the such meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the Chairman, if any, chairman of any such meeting of Shareholders may, and on upon the request of any Shareholder or Shareholder his or her proxy shall, appoint Inspectors of Election of make such appointment at the meeting. The number of Inspectors of Election shall be either one (1) or threethree (3). If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders or proxies shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may must be filled by appointment made by the Trustees in advance of the convening of the meeting meeting, or at the meeting by the person acting as chairman. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, ; shall receive votes, ballots or consents, ; shall hear and determine all challenges and questions in any way arising in connection with the right to vote, ; shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with impartiality, and fairness to all Shareholders. If there are three Inspectors of Election, the decision, act or certificate of or a majority is shall be effective in all respects as the decision, act or certificate of all. On request of the Chairman, if any, chairman of the meeting, or of any Shareholder or Shareholder his or her proxy, the Inspectors of Election shall make a written report in writing of on any challenge or question or matter determined by them and shall execute a certificate of any facts fact found by them.

Inspectors of Election. In advance of any meeting of Shareholdersshareholders, the Trustees board of directors may appoint Inspectors any persons as inspectors of Election election to act at the such meeting or any adjournment thereof. thereof If Inspectors inspectors of Election election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairman, if any, chairman of any such meeting of Shareholders may, and on the request of any Shareholder shareholder or Shareholder his proxy shall, appoint Inspectors of Election of make such appointment at the meeting. The number of Inspectors of Election inspectors shall be either one or three. If appointed at the a meeting on the request of one or more Shareholders shareholders or proxies, a the majority of Shares present shares represented in person or by proxy shall determine whether one or three Inspectors of Election inspectors are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairman. The Inspectors inspectors of Election election shall determine the number of Shares outstandingshares outstanding and the voting power of each, the Shares shares represented at the meeting, the existence of a quorum, quorum and the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine when the resultspolls shall close, determine the result and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholdersshareholders, In the determination of the validity and effect of proxies the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed. 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 inspectors of Electiona section, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request Any report or certificate made by the inspectors of election is prima facie evidence of the Chairman, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by themstated therein.

Inspectors of Election. In advance The board of directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the board of directors, the chairman of any meeting of Shareholdersthe stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the Trustees may appoint Inspectors judgment of Election to act at such chairman, are appropriate for the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the Chairman, if any, of any meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election proper conduct of the meeting. The number Such rules, regulations or procedures, whether adopted by the board of Inspectors directors or prescribed by the chairman of Election the meeting, and such acts may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be either one or three. If appointed voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the request meeting to stockholders of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity record of the appointment of Inspectors of Election. In case any person appointed corporation, their duly authorized and constituted proxies or such other persons as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening chairman of the meeting or at shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by the person acting as chairman. The Inspectors participants; (vii) determination of Election shall determine the number of Shares outstandingshares outstanding and the voting power of each, the Shares number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity validity, and effect of proxies, shall receive votes, ballots ; (viii) counting and tabulation of all votes or consents, shall ; (ix) hearing and determining all challenges and questions in any way arising in connection with the right to vote; (x) any other acts that may be proper to conduct the election or vote with fairness to all stockholders and (xi) the appointment of an inspector or inspectors of election to act at the meeting or its adjournment in respect of one or more of the foregoing matters. The board of directors or chairman may hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. 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. On request of the Chairman, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

Inspectors of Election. In The Board of Directors, in advance of any meeting of Shareholdersstockholders, may, and shall if required pursuant to Section 231 of the Trustees may DGCL or other applicable law, appoint Inspectors one or more inspectors of Election election to act at the meeting or any adjournment thereof, and make a written report thereof. If Inspectors of Election an inspector or inspectors are not so appointed, the Chairman, if any, of any person presiding at the meeting of Shareholders may, and on shall if required pursuant to Section 231 of the request of any Shareholder DGCL or Shareholder proxy shallother applicable law, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are inspectors to be appointed, but failure to allow such determination by act at the Shareholders shall not affect the validity of the appointment of Inspectors of Electionmeeting. In case any person who may be appointed as Inspector of Election an inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees Board of Directors in advance of the convening of the meeting or at the meeting by the person acting as chairmanpresiding thereat. Each inspector, if any, 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 inspectors, if any, shall determine the number of Shares outstandingshares of stock outstanding and the voting power of each, the Shares shares of stock represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, and shall receive votes, ballots or consents, shall ; hear and determine all challenges and questions in any way arising in connection with the right to vote, shall ; count and tabulate all votes votes, ballots or consents, ; determine the results, result; and do such other acts as may be are proper to conduct the election or vote with fairness to all Shareholders. 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 allstockholders. On request of the Chairmanperson presiding at the meeting, the inspector or inspectors, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or challenge, question or matter determined by them such inspector or inspectors and shall execute a certificate of any facts fact found by themsuch inspector or inspectors.

Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the ChairmanChair, if any, of any meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairmanchair. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, results and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. 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. On request of the ChairmanChair, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

Inspectors of Election. In advance of Before any meeting of Shareholdersshareholders meeting, the Board of Trustees may appoint Inspectors of Election any persons other than nominees for office to act as inspectors of election at the meeting or any adjournment thereofits adjournment. If Inspectors no inspectors of Election election are not so appointed, the Chairman, if any, chairman of any the meeting of Shareholders may, and on the request of any Shareholder shareholder or Shareholder a shareholders proxy shall, appoint Inspectors inspectors of Election of election at the meeting. The number of Inspectors of Election inspectors shall be either one (1) or threethree (3). If inspectors are appointed at the a meeting on the request of one or more Shareholders shareholders or proxies, the holders of a majority of Shares shares or their proxies present at the meeting shall determine whether one (1) or three Inspectors of Election (3) inspectors are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case If any person appointed as Inspector of Election inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening chairman of the meeting may and on the request of any shareholder or at a shareholders proxy, shall appoint a person to fill the meeting by the person acting as chairmanvacancy. The Inspectors of Election These inspectors shall determine (a) Determine the number of Shares outstandingshares outstanding and the voting power of each, the Shares shares represented at the meeting, the existence of a quorum, quorum and the authenticity, validity and effect of proxies, shall receive proxies (b) Receive votes, ballots or consents, shall hear consents (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count vote (d) Count and tabulate all votes or consents, determine consents (e) Determine when the results, polls shall close (f) Determine the result and do such (g) Do any other acts as that may be proper to conduct the election or vote with fairness to all Shareholdersshareholders. 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. On request of the Chairman, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them4.12.

Inspectors of Election. In advance of any meeting of Shareholdersshareholders, the Trustees Board of Directors may appoint Inspectors any persons other than nominees for office as inspectors of Election election to act at the such meeting or any adjournment thereof. If Inspectors inspectors of Election election are not so appointed, the Chairman, if any, chairman of any such meeting of Shareholders may, and on the request of any Shareholder shareholder or Shareholder his proxy shall, appoint Inspectors of Election of make such appointment at the meeting. The number of Inspectors of Election inspectors shall be either one (1) or threethree (3). If appointed at the a meeting on the request of one or more Shareholders shareholders or proxies, a the majority of Shares present shares represented in person or by proxy shall determine whether one (1) or three Inspectors of Election (3) inspectors are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election inspector fails to appear or fails or refuses to act, the vacancy may may, and on the request of any shareholder or a shareholder's proxy shall, be filled by appointment made by the Trustees Board of Directors in advance of the convening of the meeting meeting, or at the meeting by the person acting as chairmanchairman of the meeting. The Inspectors duties of Election such inspectors shall determine be as prescribed in Section 707(b) of the California General Corporations Law and shall include: determining the number of Shares outstandingshares outstanding and the voting power of each, the Shares shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive ; receiving votes, ballots or consents, shall hear ; hearing and determine determining all challenges and questions in any way arising in connection with the right to vote, shall count ; counting and tabulate tabulating all votes or consents, determine ; determining when the results, polls shall close; determining the result; and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholdersshareholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxies shall presumptively determine the order of execution of the proxies, regardless of the postmarked dates on the envelopes in which they are mailed. 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 (3) inspectors of Electionelection, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request Any report or certificate made by the inspectors of election is prima facie evidence of the Chairman, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by themstated herein.

Inspectors of Election. In The Board of Directors of the corporation may, by resolution adopted at a meeting of the Board of Directors held in advance of any meeting of Shareholdersshareholders, the Trustees may appoint three Inspectors of Election to act at the such meeting of shareholders or any adjournment thereof. If Inspectors of Election are not so appointed, the Chairman, if any, officer or person acting as chairman of any such shareholders’ meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow make such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Electionappointment. In case any person appointed as an Inspector of Election fails shall fail or refuse to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the shareholders’ meeting by the officer or person acting as chairman. The decision, act or certificate of a majority of the Inspectors of Election shall be effective in all respects as the decision, act or certificate of all. The Inspectors of Election shall determine the number of Shares shares outstanding, the Shares voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots ballots, assents or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or votes, assents and consents, determine and announce the resultsresult, and ad do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. If there are three Inspectors shareholders of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of allcorporation. On request of the Chairman, if any, of the meeting, or of any Shareholder or Shareholder proxyrequest, the Inspectors of Election shall make a report in writing of any challenge or challenge, question or matter determined by them and shall make and execute a certificate of any facts fact found by them. Any certificate of the Inspectors of Election shall be prima facie evidence of the facts stated therein and of the vote as certified by them. No Inspector of Election need be a shareholder of the corporation.

Inspectors of Election. In advance of any meeting of Shareholdersstockholders, the Trustees Board of Directors may appoint Inspectors inspectors of Election election, who need not be stockholders, to act at the such meeting or any adjournment thereof. If Inspectors inspectors of Election election are not so appointed, the Chairman, if any, of person presiding at any such meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy stockholder entitled to vote at the meeting and before voting begins shall, appoint Inspectors inspectors of Election of the meetingelection. The number of Inspectors of Election inspectors shall be either one or three, as determined, in the case of inspectors appointed upon demand of a stockholder, by the stockholders in the manner provided in Section 5 of this Article II, and otherwise by the Board of Directors or person presiding at the meeting, as the case may be. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person who is appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees Board of Directors in advance of the convening of the meeting meeting, or at the meeting by the person acting presiding at the meeting. Each inspector, before entering upon the discharge of his duties, shall take an oath faithfully to execute the duties of inspector at such meeting. If inspectors of election are appointed as chairman. The Inspectors of Election aforesaid, they shall determine from the lists referred to in Section 8 of this Article II the number of Shares shares outstanding, the Shares shares represented at the meeting, the existence of a quorum, and the voting power of shares represented at the meeting, determine the authenticity, validity and effect of proxies, shall receive votesvotes or ballots, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to votevote or the number of votes which may be cast, shall count and tabulate all votes or consentsballots, determine the results, and do such other acts as may be are proper to conduct the election or vote with fairness to all Shareholdersstockholders entitled to vote thereat. If there are be three Inspectors inspectors of Electionelection, the decision, act or certificate of a majority is both shall be effective in all respects as the decision, act or certificate of allboth. On request Unless waived by vote of the Chairman, if any, stockholders conducted in the manner which is provided in Section 5 of the meeting, or of any Shareholder or Shareholder proxythis Article II, the Inspectors of Election inspectors shall make a report in writing of any challenge or question or matter which is determined by them them, and shall execute a sworn certificate of any facts found by them.

Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the ChairmanChairman of the Meeting, if any, of any meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairmanChairman of the Meeting. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. 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. On request of the Chairman, if any, Chairman of the meetingMeeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.