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SECTION 6. VOTING. - At all meetings of stockholders, every holder of stock then entitled to vote shall, except as may be otherwise provided in the Certificate of Incorporation, have one vote for each share of stock registered in his name, except that in the election of directors each share of stock shall have as many votes as there are directors to be elected.

Stockholders entitled to vote may be represented at all meetings by proxy, duly authorized in writing, with the same effect as if personally present.

SECTION 7. ADJOURNED MEETINGS. - Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy and entitled to vote, even though less than a quorum is so present. No notice of such an adjourned meeting need be given, other than by announcement at the meeting, and any business may be transacted which might have been transacted at the meeting as originally called.

ARTICLE II

DIRECTORS

Section 1. Number. The number of directors of the corporation shall be six (6), who shall hold office for the term of the one year and until their successors are elected and qualify. The number of directors may be increased or decreased from time to time (but only within the limits prescribed on the Certificate of the Incorporation) by amendment to these By-Laws made by the Board of Directors or stockholders. Directors need not be stockholders. 

Section 2. Powers. - The Board of Directors may adopt such rules and regulations for the conduct of its meetings, the exercise of its powers and the management of the affairs of the corporation as it may deem proper, not inconsistent with the laws of the State of New York, the Certificate of Incorporation or these By-Laws. 

In addition to the powers and authorities by these By-Laws expressly conferred upon them, the directors may exercise all such powers of the corporation and