§ 6012. Qualification of voters. 1. Every stockholder of record shall
be entitled at every meeting of stockholders to one vote for every share
standing in his name on the record of stockholders, unless otherwise
provided in the organization certificate.

2. Treasury shares and shares held by another corporation of any type
or kind, whether or not formed under any law of this state, if a
majority of the shares entitled to vote in the election of directors of
such other corporation is beneficially owned by the corporation, shall
not be shares entitled to vote or to be counted in determining the total
number of outstanding shares.

3. Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him,
either in person or by proxy, without transfer of such shares into his
name. Shares held by a trustee may be voted by him, either in person or
by proxy, only after the shares have been transferred into his name as
trustee or into the name of his nominee. Shares of its own stock held by
a trust company as sole trustee, whether registered in its own name as
such trustee or in the name of its nominee, shall not be voted by the
registered owner in the election of directors unless under the terms of
the trust the manner in which such shares shall be voted may be
determined by a donor or beneficiary of the trust and unless such donor
or beneficiary actually directs how such shares shall be voted, and
shares of its own stock held by a trust company and one or more persons
as trustees may be voted by such other person or persons, as trustees,
in the same manner as if he or they were the sole trustee.

4. Shares held by or under the control of a receiver may be voted by
him without the transfer thereof into his name if authority so to do is
contained in an order of the court by which such receiver was appointed.

5. A stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, or a nominee of the pledgee.

6. Redeemable shares which have been called for redemption shall not
be deemed to be outstanding shares for the purpose of voting or
determining the total number of shares entitled to vote on any matter on
and after the date on which written notice of redemption has been sent
to holders thereof and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificates therefor.

7. Shares standing in the name of another corporation of any type or
kind, whether or not formed under any law of this state, may be voted by
such officer, agent or proxy as the by-laws of such corporation may
provide, or, in the absence of such provision, as the board of such
corporation may determine.

8. When shares are registered on the record of stockholders of a
corporation in the name of, or have passed by operation of law or by
virtue of any deed of trust or other instrument to two or more
fiduciaries, and dispute arises among them in respect to voting thereon,
such shares may be voted by a majority of such fiduciaries, and in such
manner and for such purpose as such majority shall direct, and if the
fiduciaries shall be equally divided as to voting such shares, any court
having jurisdiction of their accounts, upon petition by any of such
fiduciaries or by any party in interest, may direct the voting of such
shares for the best interest of the beneficiaries. This subdivision
shall not apply in any case where the instrument or order of the court
appointing such fiduciaries shall otherwise direct how such shares shall
be voted. Nor shall this subdivision apply to any fiduciaries appointed
by a court prior to May sixth, nineteen hundred eighteen, or by last
will and testament of a decedent, whose death occurred prior to such
date, or by deed of trust or other instrument made prior to May first,
nineteen hundred fifty-six, nor to shares at any time transferred to or
held by fiduciaries so appointed.

9. Notwithstanding the foregoing subdivisions, a corporation shall be
protected in treating the persons in whose names shares stand on the
record of stockholders as the owners thereof for all purposes.