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ARTICLE II <br />Manner of Adoption and Vote <br />Section 2.1. Action by_ Directors. The Board of Directors of the Corporation duly <br />adopted a resolution proposing to amend the terms and provisions of Articles ILA, II.D, ILE" <br />ILH, 11.1.5, VI.1, VI.6, VI.7, and IX.3 of the Articles of Incorporation and directing a <br />meeting of the members, to be held on October 25, 1990, allowing such members to vote on <br />the proposed amendment. The resolution was adopted by a vote of the Board of Directors at. <br />a meeting held on October 25, 1990, at which a cluorum of such Board was present. <br />Section 2.2. Action by Members. The members of the Corporation entitled to vote in <br />respect to the Articles of Amendment adopted the proposed amendment. The proposed <br />amendment was adopted by a vote of such members during the meeting called by the Board of <br />Directors. The result of such vote is as follows: <br />MEMBERS ENTITLED TO VOTE:22 <br />MEMBERS VOTED IN FAVOR: 14 <br />MEMBERS VOTED AGAINST: 0 <br />Section 2.3. Corgi pbance with Legal. Requirements. The manner of the adoption of the <br />Articles of Amendment and the vote by which they were adopted constitute full legal <br />compliance with the provisions of the Act, the Articles of Incorporation, and the Bylaws of <br />the Corporation. <br />-6- <br />