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(d) Count and tabulate all votes or consents; (e) Determine when the polls shall close; (f) Determine the result; and (g) Do such other acts that may be proper to conduct the election or vote with fairness to all of the Shareholders. 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 of election, then the decision, act or certificate of a majority of them is effective in all respects as the decision, act or certificate of all of them. Any report or certificate made by the inspectors of election is prima facie evidence of the facts state therein. ARTICLE III DIRECTORS Section 1. POWERS. Subject to the provisions of the General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be Approved By the Shareholders or Approved By the Outstanding Shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors of the Corporation shall be not less than three (3)nor more than five(5). The exact number of directors shall be three (3) until changed, within the limits specified above,by a Bylaw amending this Section 2, duly adopted by the Board of Directors or Approval By the Shareholders. The indefinite number of directors may be changed, or a definite number fixed without provision for an indefinite number,by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw duly adopted by the Approval By the Outstanding Shares. After the issuance of Shares by the Corporation, a bylaw specifying or changing from a fixed to a variable Board of Directors or vice versa may only be adopted by Approval Of the Outstanding Shares;provided,however, that a bylaw or amendment of the Articles of Incorporation reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting of the Shareholders, or the Shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding Shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one. Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. At each Annual Meeting of the Shareholders, directors shall be elected to hold office until the next Annual Meeting of the Shareholders. Each director,including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though a vacancy created by the removal of a director by Approval Of the -7-