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This excerpt taken from the ZRAN 10-K filed Apr 20, 2007. Vacancies. Unless otherwise provided in the Certificate
of Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole remaining
Director, and each Director so elected shall hold office for the unexpired
portion of the term of the Director whose place shall be vacant and until his
successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be
deemed to exist under this Section 17 in the case of the death, removal or
resignation of any Director, or if the stockholders fail at any meeting of
stockholders at which Directors are to be elected (including any meeting
referred to in Section 19 below) to elect the number of Directors then
constituting the whole Board of Directors.
18. |
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