may, and upon the request of any stockholder or a stockholders
proxy shall, appoint a person to fill that vacancy.
Such inspectors shall:
(i) determine the number of shares outstanding and the voting power of each, the number of
shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and
effect of proxies;
(ii) receive votes, ballots or consents;
(iii) hear and determine all challenges and questions in any way arising in connection with
the right to vote;
(iv) count and tabulate all votes or consents;
(v) determine when the polls shall close;
(vi) determine the result; and
(vii) do any other acts that may be proper to conduct the election or vote with fairness to
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 (3) inspectors of
election, the decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.
ARTICLE III DIRECTORS
Subject to the provisions of the DGCL and any limitations in the certificate of incorporation
or these bylaws relating to action required to be approved by the stockholders or 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.
3.2 NUMBER OF DIRECTORS.
The authorized number of directors shall be determined from time to time by resolution of the
Board, provided the Board shall consist of at least one member. No reduction of the authorized
number of directors shall have the effect of removing any director before that directors term of
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
Except as provided in Section 3.4 of these bylaws, each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for which elected and until
such directors successor