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This excerpt taken from the ALL 8-K filed Sep 19, 2008. Section 18. Procedural Matters.
(A) Defective Proposals and Nominations. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of a stockholders meeting shall have the sole power and duty to determine whether any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in Sections 7, 15 or 16 of this Article II and, if any proposed
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business is not in compliance with such sections, to declare that such defective proposal or nomination shall be disregarded, which determination or declaration shall be final and binding to the fullest extent permitted by applicable law.
(B) Polls and Rules of Conduct. At each stockholders meeting, the chairman of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any rules that are adopted by the Board, the chairman may establish rules to maintain order for the conduct of the meeting, including, without limitation, rules restricting attendance to bona fide stockholders of record, their proxies and other persons in attendance at the invitation of the chairman and rules governing speeches and debates. In establishing rules, the chairman will have absolute discretion and his or her rulings will not be subject to appeal. Rules established by the chairman need not be in writing.
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