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Message: PTSC Cert of Incorp vs Bylaws

From PTSC Certificate of Incorporation (Delaware)

SEVENTH. The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the directors, officers and shareholders:

a) Number of Directors. The number of Directors shall be as fixed in the Bylaws. In the absence of such provision in the Bylaws, the Corporation shall have three Directors. Directors shall be elected by plurality vote and need not be elected by written ballot, except as prescribed in the Bylaws.

b) Removal of Directors. A director of the Corporation, or the entire Board of Directors of the Corporation may be removed by the shareholders, with or without cause, upon the affirmative vote of the holders of a majority of the total voting power, without considering the vote of the director sought to be removed.

As used herein, cause for the removal of a director shall be deemed to exist if (A) there has been a finding by not less than 2/3 of the entire BoD that cause exists and the directors have reommended removal to the shareholders, or (B) any other cause defined by law.

From PTSC Bylaws (prior to the adoption of majority voting at the recent annual meeting)

4.02 Number, Tenure and Qualifications. The company’s board of Directors shall consist of not less than three (3) and not more than seven (7) Directors, as resolved from time to time by the Board of Directors. If such number is not so fixed, the Company shall have Three Directors.Directors shall be elected at each annual meeting of the shareholders, except as otherwise provided below. Each Director shall hold office until the next annual meeting of shareholders and thereafter until his successor shall have been elected and duly qualified. Directors need not be resident of Delaware or shareholders of the Company. Directors shall be elected by plurality vote. No decrease in the number of directors shall shorten the term fo any incumbent Director.

4.03 Vacancies, Resignation. (a) Any vacancy occurring in the BoD, except resulting from an increase in the number of directors, may be filled by the affirmative vote of the majority of the remaining Directors, though les tha a quorum, or by a sole remaining Director. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the entire board or by a majority of the total voting power at any annual meeting or at a special meeting of shareholders called for that purpose, or by means of written shareholder consents taken in lieu of a meeting.

4.04 Removal of Directors. Any Director may be removed only by the shareholders in the manner provided in the Company’s Charter and if no such provision appears therein, then as provided by law. Such action may be taken at any special meeting called for that purpose or by means of written shareholder consents. In case any vacancy so created shall not be filled by the shareholders at such meeting or in the written consent effecting removal, such vacancy may be filled by a majority of the Board of Directors

On 9/10/11 the Bylaws were amended to allow for the annual shareholder meeting being a virtual only meeting.

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