DAY ON WHICH NOTICE IS GIVEN, OR, IF NO NOTICE IS
GIVEN, THE DAY NEXT PRECEDING THE DAY ON WHICH THE MEETING IS HELD; AND THE
RECORD DATE FOR DETERMINING SHAREHOLDERS FOR ANY OTHER PURPOSE SHALL BE AT THE
CLOSE OF BUSINESS ON THE DAY ON WHICH THE RESOLUTION OF THE BOARD RELATING
THERETO IS ADOPTED. WHEN A DETERMINATION OF SHAREHOLDERS OF RECORD FOR A
SHAREHOLDERS' MEETING HAS BEEN MADE AS PROVIDED IN THIS SECTION, SUCH
DETERMINATION SHALL APPLY TO ANY ADJOURNMENT THEREOF UNLESS THE BOARD FIXES A
NEW RECORD DATE FOR THE ADJOURNED MEETING.
SECTION 6.
REGISTERED SHAREHOLDERS.
THE CORPORATION SHALL BE
ENTITLED TO RECOGNIZE THE EXCLUSIVE RIGHT OF A PERSON REGISTERED ON ITS BOOKS AS
THE OWNER OF SHARES TO RECEIVE DIVIDENDS, AND TO VOTE AS SUCH OWNER, AND TO HOLD
LIABLE FOR CALLS AND ASSESSMENTS A PERSON REGISTERED ON ITS BOOKS AS THE OWNER
OF SHARES, AND SHALL NOT BE BOUND TO RECOGNIZE ANY EQUITABLE OR OTHER CLAIM TO
OR INTEREST IN SUCH SHARE OR SHARES ON THE PART OF ANY OTHER PERSON, WHETHER OR
NOT IT SHALL HAVE EXPRESS OR OTHER NOTICE THEREOF, EXCEPT AS OTHERWISE PROVIDED
BY THE LAWS OF NEW JERSEY.
SECTION 7.
LIST OF SHAREHOLDERS.
THE OFFICER OR AGENT HAVING
CHARGE OF THE TRANSFER BOOKS FOR SHARES SHALL MAKE, AND CERTIFY A COMPLETE LIST
OF THE SHAREHOLDERS ENTITLED TO VOTE AT A SHAREHOLDERS' MEETING, OR ADJOURNMENT
THEREOF, ARRANGED IN ALPHABETICAL ORDER WITHIN EACH CLASS, SERIES, OR GROUP OF
SHAREHOLDERS MAINTAINED BY THE CORPORATION FOR CONVENIENCE OF REFERENCE, WITH
THE ADDRESS OF, AND THE NUMBER OF SHARES HELD BY EACH SHAREHOLDER, WHICH LIST
SHALL BE PRODUCED AND KEPT OPEN AT THE TIME AND PLACE OF THE MEETING AND SHALL
BE SUBJECT TO THE INSPECTION OF ANY SHAREHOLDER DURING THE WHOLE TIME OF THE
MEETING. SUCH LIST SHALL BE PRIMA FACIE
18
EVIDENCE AS TO WHO ARE THE SHAREHOLDERS ENTITLED TO EXAMINE SUCH LIST OR TO VOTE
AT ANY MEETING OF THE SHAREHOLDERS.
ARTICLE XI
GENERAL PROVISIONS
SECTION 1.
DIVIDENDS.
SUBJECT TO THE PROVISIONS OF THE
CERTIFICATE OF INCORPORATION RELATING THERETO, IF ANY, DIVIDENDS MAY BE DECLARED
BY THE BOARD OF DIRECTORS AT ANY REGULAR OR SPECIAL MEETING, PURSUANT TO LAW.
DIVIDENDS MAY BE PAID BY THE CORPORATION IN CASH, IN ITS BONDS, IN ITS OWN
SHARES OR OTHER PROPERTY INCLUDING THE SHARES OR BONDS OF OTHER CORPORATIONS
SUBJECT TO ANY PROVISIONS OF LAW AND OF THE CERTIFICATE OF INCORPORATION.
SECTION 2.
BEFORE PAYMENT OF ANY DIVIDEND, THERE MAY BE SET ASIDE
OUT OF ANY FUNDS OF THE CORPORATION AVAILABLE FOR DIVIDENDS SUCH SUM OR SUMS AS
THE DIRECTORS FROM TIME TO TIME, IN THEIR ABSOLUTE DISCRETION, THINK PROPER AS A
RESERVE FUND TO MEET CONTINGENCIES, OR FOR EQUALIZING DIVIDENDS, OR FOR
REPAIRING OR MAINTAINING ANY PROPERTY OF THE CORPORATION, OR FOR SUCH OTHER
PURPOSE AS THE DIRECTORS SHALL THINK CONDUCIVE TO THE INTEREST OF THE
CORPORATION, AND THE DIRECTORS MAY MODIFY OR ABOLISH ANY SUCH RESERVE IN THE
MANNER IN WHICH IT WAS