§ 609. Proxies.

(a) Every shareholder entitled to vote at a meeting of shareholders or
to express consent or dissent without a meeting may authorize another
person or persons to act for him by proxy.

(b) No proxy shall be valid after the expiration of eleven months from
the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it,
except as otherwise provided in this section.

(c) The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the shareholder who executed the proxy
unless, before the authority is exercised, written notice of an
adjudication of such incompetence or of such death is received by the
corporate officer responsible for maintaining the list of shareholders.

(d) Except when other provision shall have been made by written
agreement between the parties, the record holder of shares which he
holds as pledgee or otherwise as security or which belong to another,
shall issue to the pledgor or to such owner of such shares, upon demand
therefor and payment of necessary expenses thereof, a proxy to vote or
take other action thereon.

(e) A shareholder shall not sell his vote or issue a proxy to vote to
any person for any sum of money or anything of value, except as
authorized in this section and section 620 (Agreements as to voting;
provision in certificate of incorporation as to control of directors);
provided, however, that this paragraph shall not apply to votes, proxies
or consents given by holders of preferred shares in connection with a
proxy or consent solicitation made available on identical terms to all
holders of shares of the same class or series and remaining open for
acceptance for at least twenty business days.

(f) A proxy which is entitled "irrevocable proxy" and which states
that it is irrevocable, is irrevocable when it is held by any of the
following or a nominee of any of the following:

(1) A pledgee;

(2) A person who has purchased or agreed to purchase the shares;

(3) A creditor or creditors of the corporation who extend or continue
credit to the corporation in consideration of the proxy if the proxy
states that it was given in consideration of such extension or
continuation of credit, the amount thereof, and the name of the person
extending or continuing credit;

(4) A person who has contracted to perform services as an officer of
the corporation, if a proxy is required by the contract of employment,
if the proxy states that it was given in consideration of such contract
of employment, the name of the employee and the period of employment
contracted for;

(5) A person designated by or under an agreement under paragraph (a)
of section 620.

(g) Notwithstanding a provision in a proxy, stating that it is
irrevocable, the proxy becomes revocable after the pledge is redeemed,
or the debt of the corporation is paid, or the period of employment
provided for in the contract of employment has terminated, or the
agreement under paragraph (a) of section 620 has terminated; and, in a
case provided for in subparagraphs (f) (3) or (4), becomes revocable
three years after the date of the proxy or at the end of the period, if
any, specified therein, whichever period is less, unless the period of
irrevocability is renewed from time to time by the execution of a new
irrevocable proxy as provided in this section. This paragraph does not
affect the duration of a proxy under paragraph (b).

(h) A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence
of the provision unless the existence of the proxy and its
irrevocability is noted conspicuously on the face or back of the
certificate representing such shares.

(i) Without limiting the manner in which a shareholder may authorize
another person or persons to act for him as proxy pursuant to paragraph
(a) of this section, the following shall constitute a valid means by
which a shareholder may grant such authority.

(1) A shareholder may execute a writing authorizing another person or
persons to act from him as proxy. Execution may be accomplished by the
shareholder or the shareholder's authorized officer, director, employee
or agent signing such writing or causing his or her signature to be
affixed to such writing by any reasonable means including, but not
limited to, by facsimile signature.

(2) A shareholder may authorize another person or persons to act for
the shareholder as proxy by transmitting or authorizing the transmission
of a telegram, cablegram or other means of electronic transmission to
the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive
such transmission, provided that any such telegram, cablegram or other
means of electronic transmission must either set forth or be submitted
with information from which it can be reasonably determined that the
telegram, cablegram or other electronic transmission was authorized by
the shareholder. If it is determined that such telegrams, cablegrams or
other electronic transmissions are valid, the inspectors or, if there
are no inspectors, such other persons making that determination shall
specify the nature of the information upon which they relied.

(j) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to
paragraph (i) of this section may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.