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of Sections 702 to 704,inclusive, of the General Corporation Law(relating to voting Shares held by a . fiduciary, in the name of a Corporation, or in joint ownership). Except as provided in Section 702 of the General Corporation Law and except as may be provided in the Articles of Incorporation, each outstanding Share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the Shareholders. Any vote of the Shareholders may be by voice vote or by ballot; provided,however,that any election for directors must be by ballot if demanded by any Shareholder at a meeting of the Shareholders before the voting has begun. On any matter other than elections of directors, any Shareholder may vote part of the Shares of that Shareholder in favor of the proposal and refrain from voting the remaining Shares of that Shareholder or vote the remaining Shares against the proposal,but, if that Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it shall be conclusively presumed that the approving vote of that Shareholder is with respect to all of the Shares of that Shareholder. Unless the vote of a greater number or voting by classes is required by the General Corporation Law or by the Articles of Incorporation and subject to the terms of Section 6 of this ARTICLE, the affirmative vote of a majority of the Shares represented and voting at a duly held meeting of the Shareholder(which Shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the Shareholders. At any meeting of the Shareholders at which directors are to be elected,no Shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of votes which such Shareholder normally is entitled to cast) unless the name(s) of the candidate(s) for office of director have been placed in nomination prior to commencement of the voting and the Shareholder has given notice prior to commencement of the voting of the Shareholder's intention to cumulate votes. If any one Shareholder has given notice of an intention to cumulate votes, then all Shareholders entitled to vote may cumulate their votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the Shares of that Shareholder are entitled, or distribute the votes of that Shareholder on the same principle among any or all the candidates, as the Shareholder thinks fit. The candidates receiving the highest number of votes,up to the number of directors to be elected, shall be elected. Votes against a director and votes withheld shall have no legal effect. Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of the Shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting of the Shareholders duly held after regular call and notice,if a quorum be present either in person or by proxy, and if, either before or after the meeting of the Shareholders, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting of the Shareholders, or an approval of the minutes. The waiver of notice and consent need not specify either the business to be transacted or the purpose of any annual or special meeting of the Shareholders of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this ARTICLE II,the waiver of notice and consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting of the Shareholders. -4-