Elections; Method of Voting

At elections of directors there must be present, either in person or by representative authorized to act by written proxy, the owners of the majority of the paid up capital stock entitled to vote, or, if there be no capital stock, then a majority of the members entitled to vote. The elections must be by ballot and every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing at the time fixed in the bylaws in his own name on the stock books of the corporation, and said stockholder may vote such number of shares for as many persons as there are directors or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected, multiplied by the number of his shares, shall equal, or he may distribute them in the same principle among as many candidates as he shall see fit: Provided, that the whole number of votes cast by him shall not exceed the number of shares owned by him as shown by the books of the corporation multiplied by the whole number of directors to be elected. Members of corporations which have no capital stock may case as many votes for one director as there are directors to be elected. Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time if for any reason no election is had or if there are not present or represented by proxy at the meeting the owners of the majority of the paid up capital stock entitled to vote or if there by no capital stock, a majority of the members entitled to vote.