Common use of Inspectors Clause in Contracts

Inspectors. The Continuing Trustees, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman of the meeting, the chairman of the meeting may at any time appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman of the meeting. Each inspector so appointed shall first subscribe an oath or affirmation to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of his or her ability, and shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of a majority shall be the report of the inspectors. The determination of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the form, validity and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the count or tabulation of all votes, ballots or consents, and all other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance of their certificate, unless such challenge or review is approved by the vote of a majority of the Continuing Trustees. If no challenge or review is so approved, all documents of whatever kind and nature relating to any matters upon which the certificate could be based may be discarded by the officers of the Trust in their sole discretion after 30 days of issuance of the inspectors’ certificate.

Inspectors. The Continuing TrusteesPrior to any meeting of stockholders, in advance the Board of any meeting, may, but need not, Directors or the Chief Executive Officer shall appoint one or more individual inspectors or to act at such meeting and make a written report thereof and may designate one or more entities that designate individuals persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman of the meeting, the chairman of the meeting may at any time appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman of the meeting. Each inspector so appointed inspector, before entering upon the discharge of his or her duties, shall first subscribe take and sign an oath or affirmation faithfully to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of his or her ability, and . The inspectors shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, shall determine ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting, the existence of a quorum, meeting and the validity of proxies and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to voteballots, count all votes and tabulate all votes, ballots or consentsballots, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by retain for a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of reasonable period a majority shall be the report record of the inspectors. The disposition of any challenges made to any determination by the inspectors and certify their determination of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the form, validity meeting and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the their count or tabulation of all votes, ballots votes and ballots. The inspectors may appoint or consents, and all retain other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject persons to challenge or review prior to or following assist them in the issuance performance of their certificate, unless such challenge or review is approved by the vote of a majority duties. The date and time of the Continuing Trustees. If no challenge or review is so approved, all documents opening and closing of whatever kind and nature relating to any matters the polls for each matter upon which the certificate could stockholders will vote at a meeting shall be based may announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be discarded accepted by the officers inspectors after the closing of the Trust in their sole discretion after 30 days polls. In determining the validity and counting of issuance proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, ballots and the regular books and records of the corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record holder owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ certificate' belief that such information is accurate and reliable.

Inspectors. The Continuing TrusteesPrior to any meeting of stockholders, in advance the Board of any meetingDirectors, may, but need not, or the chairman of the meeting shall appoint one or more individual inspectors to act at such meeting and make a written report of the meeting. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman of the meeting, the chairman of the meeting may at any time appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman of the meeting. Each inspector so appointed shall first subscribe an oath Inspectors need not be stockholders and no director or affirmation to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of his or her ability, and shall after the election make a certificate of the result of the vote taken. No candidate at the meeting nominee for the office of Trustee director shall be appointed such an inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, The inspectors shall determine ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting, the existence of a quorum, meeting and the validity of proxies and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to voteballots, count all votes and tabulate all votes, ballots or consentsballots, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by retain for a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of reasonable period a majority shall be the report record of the inspectors. The disposition of any challenges made to any determination by the inspectors and certify their determination of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the form, validity meeting and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the their count or tabulation of all votes, ballots votes and ballots. The inspectors may appoint or consents, and all retain other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject persons to challenge or review prior to or following assist them in the issuance performance of their certificate, unless such challenge or review is approved by the vote of a majority duties. The date and time of the Continuing Trustees. If no challenge or review is so approved, all documents opening and closing of whatever kind and nature relating to any matters the polls for each matter upon which the certificate could stockholders will vote at a meeting shall be based announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, may be discarded accepted by the officers inspectors after the closing of the Trust in their sole discretion after 30 days polls. In determining the validity and counting of issuance proxies and ballots, the inspectors shall be limited to an examination of the inspectors’ certificateproxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, ballots and the regular books and records of the Corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record.

Inspectors. The Continuing TrusteesBoard of Directors shall, in advance of any meeting, may, but need notmeeting of Shareholders, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors inspectors, who may be employees of the Company, to act at the such meeting or any adjournment thereof. If an inspector or any of the inspectors are not so appointed shall fail to appear or if appointed not deemed appropriate by the chairman of the meetingact, the chairman of the meeting may at any time shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails to appear or actEach inspector, before entering upon the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman discharge of the meeting. Each inspector so appointed his duties, shall first subscribe take and sign an oath or affirmation faithfully to execute faithfully the duties of inspector at such election meeting with strict impartiality and according to the best of his or her ability, and shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, The inspectors shall determine the number of shares outstanding Shares Outstanding and the voting power of each, the shares number of Shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, proxies and shall receive votes, ballots ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots ballots, or consents, determine the resultresults, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of a majority shall be the report On request of the inspectors. The determination chairman of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a quorumcertificate of any fact found by them. The inspectors shall have the other duties prescribed by Section 231(b) of the DGCL, which shall apply as if the formCompany were a Delaware corporation and the inspectors were inspectors appointed by a Delaware corporation. No Director or candidate for the office of Director shall act as an inspector of an election of Directors. Inspectors need not be Shareholders. Notwithstanding the foregoing, validity and effect of proxies or ballots, all challenges and questions arising this Section 7.12 shall be inapplicable in connection with any meeting of Shareholders if, at the right to votetime of such meeting, Section 231 of the DGCL would be inapplicable in connection with such meeting, assuming the Company were a Delaware corporation, the count or tabulation Shares were shares of all votes, ballots or consentsstock of a Delaware corporation, and all other matters upon which their certificate would be based shall be deemed final and conclusive, and the Shareholders were stockholders of such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance of their certificate, unless such challenge or review is approved by the vote of a majority of the Continuing Trustees. If no challenge or review is so approved, all documents of whatever kind and nature relating to any matters upon which the certificate could be based may be discarded by the officers of the Trust in their sole discretion after 30 days of issuance of the inspectors’ certificateDelaware corporation.

Inspectors. The Continuing TrusteesPrior to any meeting of stockholders, in advance the Board of any meeting, may, but need not, Directors or the President shall appoint one or more individual inspectors or to act at such meeting and make a written report thereof and may designate one or more entities that designate individuals persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman of the meeting, the chairman of the meeting may at any time appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman of the meeting. Each inspector so appointed inspector, before entering upon the discharge of his or her duties, shall first subscribe take and sign an oath or affirmation faithfully to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of his or her ability, and . The inspectors shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, shall determine ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting, the existence of a quorum, meeting and the validity of proxies and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to voteballots, count all votes and tabulate all votes, ballots or consentsballots, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by retain for a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of reasonable period a majority shall be the report record of the inspectors. The disposition of any challenges made to any determination by the inspectors and certify their determination of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the form, validity meeting and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the their count or tabulation of all votes, ballots votes and ballots. The inspectors may appoint or consents, and all retain other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject persons to challenge or review prior to or following assist them in the issuance performance of their certificate, unless such challenge or review is approved by the vote of a majority duties. The date and time of the Continuing Trustees. If no challenge or review is so approved, all documents opening and closing of whatever kind and nature relating to any matters the polls for each matter upon which the certificate could stockholders will vote at a meeting shall be based may announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be discarded accepted by the officers inspectors after the closing of the Trust in their sole discretion after 30 days polls. In determining the validity and counting of issuance proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, ballots and the regular books and records of the corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ certificate' belief that such information is accurate and reliable.

Inspectors. The Continuing TrusteesBoard, in advance of any meetingmeeting of Shareholders, may, but need notand shall if required by law, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If an no inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman of the alternate is able to act at a meeting, the chairman of the meeting may at any time shall appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails inspectors to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman of act at the meeting. Each inspector so appointed inspector, before entering upon the discharge of his or her duties, shall first subscribe take and sign an oath or affirmation faithfully to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of his or her ability, and . The inspectors shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, shall determine (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum, quorum and the validity of proxies and effect ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of proxiesthe disposition of any challenges made to any determination by the inspectors, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of a majority shall be the report of the inspectors. The (e) certify their determination of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented at the meetingmeeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the existence of a quorum, the form, validity date and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the count or tabulation of all votes, ballots or consents, and all other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance of their certificate, unless such challenge or review is approved by the vote of a majority time of the Continuing Trustees. If no challenge or review is so approved, all documents opening and the closing of whatever kind and nature relating to any matters the polls for each matter upon which the certificate could Shareholders will vote at a meeting shall be based may be discarded determined by the officers person presiding at the meeting and shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the Trust in their sole discretion after 30 days polls unless a New York State court upon application by a Shareholder shall determine otherwise. In determining the validity and counting of issuance proxies and ballots cast at any meeting of Shareholders, the inspectors’ certificateinspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Inspectors. (a) The Continuing Trusteescorporation may, in advance of any meeting, may, but need notmeeting of stockholders, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If an no inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman alternate is able to act at a meeting of the meetingstockholders, the chairman of the meeting may at any time shall appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails inspectors to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees or by the chairman of act at the meeting. Each inspector so appointed inspector, before entering upon the discharge of his duties, shall first subscribe take and sign an oath or affirmation faithfully to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of his or her ability, and . (b) The inspectors shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector. Subject to the direction and supervision of the chairman of the meeting, the inspectors, if any, shall determine (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the existence inspectors in the performance of the duties of the inspectors. (c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a quorummeeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Delaware Court of Chancery, upon application by a stockholder, shall determine otherwise. (d) In determining the validity and effect counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, and shall receive votesany envelopes submitted with those proxies, any information provided in accordance with Article II, Section 10(b)(ii), ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or consentson behalf of banks, hear and determine all challenges and questions arising in connection with brokers, their nominees or similar persons that represent more votes than the right holder of a proxy is authorized by the record owner to votecast, count and tabulate all votes, ballots or consents, determine more votes than the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and certified by him or her or by a majority stockholder holds of them if there is more than one inspector acting at such meetingrecord. If there is more than one inspectorthe inspectors consider other reliable information for the limited purpose permitted herein, the certified report inspectors at the time they make their certification pursuant to subsection (b)(v) of a majority this Section shall be specify the report of precise information considered by them including the inspectors. The determination of such inspector person or inspectors as to persons from whom they obtained the number of shares outstanding information, when the information was obtained, the means by which the information was obtained and the voting power of each, basis for the shares represented at the meeting, the existence of a quorum, the form, validity inspector's belief that such information is accurate and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the count or tabulation of all votes, ballots or consents, and all other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance of their certificate, unless such challenge or review is approved by the vote of a majority of the Continuing Trustees. If no challenge or review is so approved, all documents of whatever kind and nature relating to any matters upon which the certificate could be based may be discarded by the officers of the Trust in their sole discretion after 30 days of issuance of the inspectors’ certificatereliable.

Inspectors. The Continuing Trusteesdirectors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed or if appointed not deemed appropriate by the chairman of the meetingappointed, the chairman of person presiding at the meeting may at any time may, but need not, appoint one or more new or replacement inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Continuing Trustees directors in advance of the meeting or at the meeting by the chairman of the meetingperson presiding thereat. Each inspector so appointed inspector, if any, before entering upon the discharge of duties of inspector, shall first subscribe take and sign an oath or affirmation faithfully to execute faithfully the duties of inspector at such election meeting with strict impartiality and according to the best of his or her ability, and shall after the election make a certificate of the result of the vote taken. No candidate at the meeting for the office of Trustee shall be appointed such inspector's ability. Subject to the direction and supervision of the chairman of the meeting, the The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholdersstockholders. Each such report shall be in writing and certified by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the certified report of a majority shall be the report On request of the inspectors. The determination of such inspector or inspectors as to the number of shares outstanding and the voting power of each, the shares represented person presiding at the meeting, the existence inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by such inspector or inspectors and execute a quorum, the form, validity and effect certificate of proxies any fact found by such inspector or ballots, all challenges and questions arising in connection with the right to vote, the count or tabulation of all votes, ballots or consents, and all other matters upon which their certificate would be based shall be deemed final and conclusive, and such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance of their certificate, unless such challenge or review is approved by the vote . - QUORUM. The holders of a majority of the Continuing Trusteesoutstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. If no challenge The stockholders present may adjourn the meeting despite the absence of a quorum. - VOTING. Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or review is so approvedrepresented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Private Corporations Law prescribes a different percentage of votes and/or a different exercise of voting power, all documents and except as may be otherwise prescribed by the provisions of whatever kind and nature relating to any matters upon which the certificate could of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be based may be discarded by the officers of the Trust in their sole discretion after 30 days of issuance of the inspectors’ certificateballot.