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Attendance by a person at a meeting of the Shareholders shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting of the Shareholders, to the transaction of any business because the meeting of the Shareholders is not lawfully called or convened, and except that attendance at a meeting of the Shareholders is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting of the Shareholders if that objection is expressly made at the meeting of the Shareholders. Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of the Shareholders may be taken without a meeting of the Shareholders and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting of the Shareholders at which all Shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors;provided, however,that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors,by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. Unless the written consents of all Shareholders entitled to vote have been solicited in writing, and if the unanimous written consent of all such Shareholders shall not have been received, then (a) the Secretary shall give prompt notice of any Approved By the Shareholders or Approval Of the Shareholders or Approved By the Outstanding Shares or Approval Of the Outstanding Shares pursuant to Section 310 or 317 or 1201 or 2007 of the General Corporation law without a meeting of the Shareholders at least ten(10) days before the consummation of the action authorized by such approval, and(b) the Secretary shall give prompt notice of any other corporate action Approved By the Shareholders or Approval Of the Shareholders or Approved By the Outstanding Shares or Approval Of the Outstanding Shares without a meeting thereof to those Shareholders entitled to vote who have not consented in writing. Each such notice by the Secretary shall be given in the manner specified in Section 5 of this ARTICLE. Any Shareholder giving a written consent, or the proxyholder(s) of a Shareholder, or a . transferee of the Shares or personal representative of the Shareholder or the respective proxyholders of each,may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of Share required to authorize the proposed action have been filed with the Secretary,but may not do so there after. Any such revocation is effective upon its receipt by the Secretary. Section 11. RECORD DATE FOR SHAREHOLDER NOTICE,VOTING, AND GIVING CONSENTS. For purposes of determining the Shareholders entitled to notice of any meeting of the Shareholders or to vote or entitled to give consent to corporate action without a meeting of the Shareholders, the Board of Directors may fix, in advance, a record date,which shall not be more than sixty(60) days nor less than ten(10) days before the date of any such meeting of the Shareholders nor more than sixty(60) days before any such action without a meeting of the Shareholders, and in this event only Shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be,notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the articles of incorporation by agreement,or in the California General Corporation Law. -5-