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If the Board of Directors does not so fix a record date: (a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of the Shareholders of Shareholders shall be at the close of business on the business day next preceding the day of which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting of the Shareholders is held. (b) The record date for determining Shareholders entitled to give consent to corporate action in writing written consent is given, or(ii)when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action,whichever is later. Section 12. PROXIES. Every Shareholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i)revoked by the person executing it, before the vote pursuant to that proxy,by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting of the Shareholders and voting in person by, the person executing the proxy or (ii)written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy counted; provided,however, that no proxy shall be valid after the expiration of eleven (l 1) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Subdivisions (e) and (f) of Section 705(f) of the General Corporation Law. Section 13. INSPECTORS OF ELECTION. Prior to any meeting of the Shareholders of Shareholders, the Board of Directors may appoint any person, other than any nominee for the office of director,to act as "inspectors of election" at the meeting of the Shareholders or its adjournments. If no inspectors of election have been appointed by the Board of Directors prior to a meeting of the Shareholders, then the chairman of the meeting of the Shareholders may, and on the request of any Shareholder or a proxy of a Shareholder shall, appoint at the meeting inspectors of election. The number of inspectors of election shall be either one (1) or three (3). If inspectors of election are appointed at a meeting of the Shareholders on the request of one or more Shareholders or proxies,then the holders of a majority of the Shares or their proxies present at the meeting of the Shareholders shall determine the number of inspectors of election to be appointed. If any person appointed as inspector of election fails to appear or fails or refuses to act,the chairman of the meeting of the Shareholders may, and upon the request of any Shareholder or a proxy shall, appoint a person to fill such vacancy. These inspectors shall: (a) Determine the number of shares outstanding and the voting power of each,the shares represented at the meeting of the Shareholders,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; -6-