Every written consent shall bear the date of signature of each stockholder who signs the
consent and no written consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the date the earliest dated consent is delivered to the
Corporation, a written consent or consents signed by a sufficient number of holders to take action
are delivered to the Corporation in the manner prescribed in the first paragraph of this Section.
A telegram, cablegram or other electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a
stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of
this Section to the extent permitted by law. Any such consent shall be delivered in accordance
with Section 228(d)(1) of the Delaware General Corporation Law.
Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted
or used in lieu of the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.
ARTICLE II BOARD OF DIRECTORS
Section 1: Number and Term of Office.
The number of directors who shall constitute the whole Board of Directors shall be such number
as the Board of Directors shall from time to time have designated, except that in the absence of
any such designation, such number shall be two (2). Each
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