§ 612. Qualification of voters.

(a) Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

(b) Treasury shares and shares held by another domestic or foreign
corporation of any type or kind, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held by
the corporation, shall not be shares entitled to vote or to be counted
in determining the total number of outstanding shares.

(c) 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.

(d) 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.

(e) A shareholder 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.

(f) 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.

(g) Shares standing in the name of another domestic or foreign
corporation of any type or kind 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.

(h) If shares are registered on the record of shareholders of a
corporation in the name of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by
the entirety or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the secretary
of the corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:

(1) If only one votes, the vote shall be accepted by the corporation
as the vote of all;

(2) If more than one vote, the act of the majority so voting shall be
accepted by the corporation as the vote of all;

(3) If more than one vote, but the vote is equally divided on any
particular matter, the vote shall be accepted by the corporation as a
proportionate vote of the shares; unless the corporation has evidence,
on the record of shareholders or otherwise, that the shares are held in
a fiduciary capacity. Nothing in this paragraph shall alter any
requirement that the exercise of fiduciary powers be by act of a
majority, contained in any law applicable to such exercise of powers
(including section 10-10.7 of the estates, powers and trusts law);

(4) When shares as to which the vote is equally divided are registered
on the record of shareholders 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, 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 subparagraph shall not apply in any case
where the instrument or order of the court appointing fiduciaries shall
otherwise direct how such shares shall be voted; and

(5) If the instrument or order furnished to the secretary of a
corporation shows that a tenancy is held in unequal interests, a
majority or equal division for the purposes of this paragraph shall be a
majority or equal division in interest.

(i) Notwithstanding the foregoing paragraphs, a corporation shall be
protected in treating the persons in whose names shares stand on the
record of shareholders as the owners thereof for all purposes.