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Agreement 72. An agreement between two or more shareholders, if in writing
among and signed by the parties thereto, may provide that in exercising
shareholders any voting rights, the shares held by them shall be voted as therein
as to voting provided, or as they may agree, or as determined in accordance
with a procedure agreed upon by them.
Conduct of 73. (1) Unless otherwise provided in the bylaws, the board,
in
shareholders’ advance of any shareholders' meeting, may appoint one or
meetings more inspectors to act at the meeting or any adjournment
thereof If inspectors are not so appointed, the person
presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall,
appoint one or more inspectors. In case any person
appointed fails to appear or act, the vacancy may be filled
by appointment made by the board in advance of the
meeting or at the meeting by the person presiding thereat.
Each inspector, before entering upon the discharge of his
duties, shall take an oath faithfully to execute the duties of
inspector at such meetings.
(2) Unless otherwise provided in the bylaws, the inspectors
shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of
proxies, and shall receive votes, ballots, or consents, hear
and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the results, and do
such acts as are proper to conduct the election or vote with
fairness to all shareholders entitled to vote. Unless waived
by vote of the shareholders, the inspectors shall make a
report in writing of any challenge, question or matter
determined by them and execute a sworn certificate of any
fact found by them. Any report or certificates made by
them shall be prima facie evidence of the facts stated and of
the vote as certified by them.

 

 

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