Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. The Board of Trustees, in advance of any Shareholders' meeting or other Shareholder vote, may appoint one or more inspectors to act at the meeting or any adjournment thereof or in connection with any other Shareholder vote. If inspectors are not so appointed, the person presiding at a Shareholders' meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder entitled to vote in connection with a particular question, shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting in advance of the meeting or at that meeting by the person presiding thereat or, in the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. On request of the person presiding at the meeting, if applicable, or any Shareholder entitled to vote thereat or in connection with a particular solicitation, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Inspectors of Election. The Board of Trusteesmay, in advance of any Shareholders' meeting shareholders’ meeting, or other Shareholder voteof the tabulation of written consents of shareholders without a meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof or in connection with any other Shareholder voteto tabulate such consents and make a written report thereof. If inspectors to act at any meeting of shareholders are not so appointedappointed or shall fail to qualify, the person presiding at a Shareholders' shareholders’ meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder shareholder entitled to vote in connection with a particular question, thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting in advance of the meeting or at that meeting by the person presiding thereat or, in the case of a vote without a meeting, in advance of counting the votemake such appointment. Each inspector, before entering upon the discharge of his duties, shall make take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. No person shall be elected a Director in an election for which he or she has served as an inspector. The inspectors shall determine the number of Shares shares outstanding and the voting power of each, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the validity and effect of proxies, and shall receive votes, ballots votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholdersshareholders. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting, if applicable, meeting or any Shareholder shareholder entitled to vote thereat or in connection with a particular solicitationthereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein stated, and such report shall be filed with the minutes of the vote as certified by themmeeting.

Inspectors of Election. The Board of Trustees, in In advance of any Shareholders' meeting or other Shareholder voteof stockholders, the Board of Directors may appoint one or more inspectors of election, who need not be stockholders, to act at the such meeting or any adjournment thereof or in connection with any other Shareholder votethereof. If inspectors of election are not so appointed, the person presiding at a Shareholders' any such meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder stockholder entitled to vote in connection with a particular question, at the meeting and before voting begins shall, appoint two inspectorsinspectors of election. In The number of inspectors shall be either one or three, as determined, in the case of inspectors appointed upon demand of a stockholder, by the stockholders in the manner provided in Section 5 of this Article II of these By-laws, and otherwise by the Board of Directors or person presiding at the meeting, as the case may be. If any person who is appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting Directors in advance of the meeting meeting, or at that the meeting by the person presiding thereat or, in at the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign take an oath faithfully to execute the duties of inspector with strict impartiality and according to the best at such meeting. If inspectors of his ability. The inspectors election are appointed as aforesaid, they shall determine from the lists referred to in Section 8 of this Article II of these By-laws the number of Shares outstanding and the voting power of eachshares outstanding, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the voting power of shares represented at the meeting, determine the authenticity, validity and effect of proxies, and shall receive votes, ballots votes or consentsballots, hear and determine all challenges and questions in any way arising in connection with the right to votevote or the number of votes which may be cast, count and tabulate all votes, ballots votes or consentsballots, determine the resultresults, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. On request of the person presiding at the meeting, if applicable, or any Shareholder stockholders entitled to vote thereat thereat. If there be three inspectors of election, the decision, act or certificate of both shall be effective in connection with a particular solicitationall respects as the decision, act or certificate of both. Unless waived by vote of the stockholders conducted in the manner which is provided in Section 5 of this Article II of these By-laws, the inspectors shall make a report in writing of any challenge, challenge or question or matter which is determined by them them, and execute a sworn certificate of any fact facts found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Inspectors of Election. The Board of Trustees, in advance of any Shareholders' meeting or other Shareholder vote, may appoint one or more inspectors to act at the meeting or meeting, any adjournment thereof or in connection with any other Shareholder vote. If inspectors are not so appointed, the person presiding at a Shareholders' meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder entitled to vote in connection with a particular question, shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting meeting, in advance of the meeting or at that meeting by the person presiding thereat or, in the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. On request of the person presiding at the meeting, if applicable, or any Shareholder entitled to vote thereat or in connection with a particular solicitation, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Inspectors of Election. The Board of TrusteesDirectors may, in advance of ---------------------- any Shareholdersshareholders' meeting meeting, or other Shareholder voteof the tabulation of written consents of shareholders without a meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof or in connection with any other Shareholder voteto tabulate such consents and make a written report thereof. If inspectors are an inspector to act at any meeting of shareholders is not so appointedappointed by the Board of Directors or shall fail to qualify, the person presiding at a Shareholdersshareholders' meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder shareholder entitled to vote in connection with a particular questionthereat, shall, appoint two inspectorsmake such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting Directors in advance of the meeting or at that the meeting by the person presiding thereat or, in at the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. No person shall be elected a director in an election for which he has served as an inspector. The inspectors shall determine the number of Shares shares outstanding and the voting power of each, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the validity and effect of proxies, and shall receive votes, ballots votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholdersshareholders. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting, if applicable, meeting or any Shareholder entitled to vote thereat or in connection with a particular solicitationshareholder thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein stated, and such report shall be filed with the minutes of the vote as certified by themmeeting.

Inspectors of Election. The Before any meeting of stockholders, the Board of Trusteesmay, in advance of any Shareholders' meeting or other Shareholder voteand shall if required by law, may appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any its adjournment thereof or in connection with any other Shareholder voteand to make a written report thereof. If inspectors are not so appointedany person appointed as inspector fails to appear or fails or refuses to act, then the person presiding at a Shareholders' over the meeting or the Chairman of the Board where there is no meeting, may, and on upon the request of any Shareholder entitled to vote in connection with stockholder or a particular question, shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting in advance of the meeting or at that meeting by the person presiding thereat or, in the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his dutiesstockholder’s proxy, shall make and sign an oath faithfully appoint a person to execute the duties of inspector with strict impartiality and according to the best of his abilityfill that vacancy. The Such inspectors shall shall: (a) determine the number of Shares shares outstanding and the voting power of each, the Shares number of shares represented at the meeting, if applicable, the existence of a quorum, and the authenticity, validity, and effect of proxies and ballots; (b) receive votes and ballots, including, if applicable, votes and the validity and effect ballots submitted by means of proxies, and shall receive votes, ballots or consents, electronic transmission; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) determine when the polls shall close; (e) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector or inspectors; (f) certify their determination of the number of shares of the corporation represented at the meeting and such inspectors’ count of all votes and ballots, count which certification and tabulate all votes, ballots or consents, determine the result, and report shall specify such other information as may be required by law; and (g) do such any other acts as are that may be proper to conduct the election or vote with fairness to all Shareholdersstockholders. On request Each inspector of election shall perform his or her duties impartially, in good faith, to the best of his or her ability and as expeditiously as is practical, and before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector of election with strict impartiality and according to the best of his or her ability. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the person presiding at the meeting, if applicable, or any Shareholder entitled to vote thereat or in connection with a particular solicitationcorporation, the inspectors shall make a report in writing may consider such information as is permitted by applicable law. If there are three (3) or more inspectors of any challengeelection, question the decision, act or matter determined by them and execute a certificate of any fact found by thema majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by them shall be the inspectors of election is prima facie evidence of the facts stated and of the vote as certified by themtherein.

Inspectors of Election. The Board of Trustees, in A. In advance of any Shareholders' meeting or other Shareholder voteof shareholders, the Board of Directors may appoint one or more inspectors of election to act at the such meeting or and any adjournment thereof or in connection with any other Shareholder votethereof. If inspectors are not so appointed, the person presiding at a Shareholders' meeting or the Chairman of the Board where there is no meetingof Directors does not appoint inspectors of election, then the chairman of any such meeting may, and on the request of any Shareholder entitled to vote in connection with a particular question, shareholder or his proxy shall, appoint two inspectorsmake such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Trustees in Directors before the case of a meeting in advance of the meeting meeting, or at that the meeting by the person presiding thereat orchairman. B. The inspectors of election, impartially, in the case of a vote without a meetinggood faith, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his their ability. The inspectors , and as expeditiously as is practical, shall determine the number of Shares shares outstanding and the voting power of each, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicablethe authenticity, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes, ballots votes or consents, determine the result, and do such acts as are may be proper to conduct the election or vote with fairness to all Shareholdersshareholders. If there are three inspectors of election the decision, act or certificate of a majority of them shall be effective in all respects as the decision, act or certificate of all. On request of the person presiding at chairman of the meeting, if applicable, meeting or of any Shareholder entitled to vote thereat shareholder or in connection with a particular solicitationhis proxy, the inspectors shall make a report in writing of any challenge, challenge or question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by themtherein.

Inspectors of Election. The Board board of Trusteesdirectors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the board of directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in advance the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the board of directors or prescribed by the chairman of the meeting, and such acts may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any Shareholders' meeting or other Shareholder vote, may appoint one or more inspectors given matter to act be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or any adjournment thereof or participation in connection with any other Shareholder vote. If inspectors are not so appointed, the person presiding at a Shareholders' meeting or the Chairman to stockholders of record of the Board where there is no meetingcorporation, may, their duly authorized and on constituted proxies or such other persons as the request of any Shareholder entitled to vote in connection with a particular question, shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting in advance chairman of the meeting or at that meeting by the person presiding thereat or, in the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign an oath faithfully to execute the duties of inspector with strict impartiality and according determine; (v) restrictions on entry to the best meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by participants; (vii) determination of his ability. The inspectors shall determine the number of Shares shares outstanding and the voting power of each, the Shares number of shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the validity authenticity, validity, and effect of proxies, ; (viii) counting and shall receive votes, ballots tabulation of all votes or consents, hear ; (ix) hearing and determine determining all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such ; (x) any other acts as are that may be proper to conduct the election or vote with fairness to all Shareholders. On request stockholders and (xi) the appointment of an inspector or inspectors of election to act at the meeting or its adjournment in respect of one or more of the person presiding at the meeting, if applicable, foregoing matters. The board of directors or chairman may hear and determine all challenges and questions in any Shareholder entitled to vote thereat or way arising in connection with a particular solicitation, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by themright to vote.

Inspectors of Election. The Board of Trustees, in In advance of any Shareholders' meeting or other Shareholder voteof shareholders, the Board of Directors may appoint one or more any persons other than nominees for office as inspectors of election to act at the such meeting or any adjournment thereof or in connection with any other Shareholder votethereof. If inspectors of election are not so appointed, the person presiding at a Shareholders' chairman of any such meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder entitled to vote in connection with a particular question, shareholder or his proxy shall, appoint two inspectorsmake such appointment at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may may, and on the request of any shareholder or a shareholder's proxy shall, be filled by appointment made by the Board of Trustees in the case of a meeting Directors in advance of the meeting meeting, or at that the meeting by the person presiding thereat or, in chairman of the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign an oath faithfully to execute the The duties of inspector with strict impartiality and according to the best of his ability. The such inspectors shall determine be as prescribed in Section 707(b) of the California General Corporations Law and shall include: determining the number of Shares shares outstanding and the voting power of each, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicablethe authenticity, and the validity and effect of proxies, and shall receive ; receiving votes, ballots or consents, hear ; hearing and determine determining all challenges and questions in any way arising in connection with the right to vote, count ; counting and tabulate tabulating all votes, ballots votes or consents, determine ; determining when the polls shall close; determining the result, ; and do such acts as are may be proper to conduct the election or vote with fairness to all Shareholdersshareholders. On request In the determination of the person presiding at the meeting, if applicable, or any Shareholder entitled to vote thereat or in connection with a particular solicitationvalidity and effect of proxies, the dates contained on the forms of proxies shall presumptively determine the order of execution of the proxies, regardless of the postmarked dates on the envelopes in which they are mailed. The inspectors of election shall make a report perform their duties impartially, in writing good faith, to the best of any challengetheir ability and as expeditiously as is practical. If there are three (3) inspectors of election, question the decision, act or matter determined by them and execute a certificate of any fact found by thema majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by them shall be the inspectors of election is prima facie evidence of the facts stated and of the vote as certified by themherein.

Inspectors of Election. The Board of Trustees, in In advance of any Shareholders' meeting or other Shareholder voteof shareholders, the board of directors may appoint one or more any persons as inspectors of election to act at the such meeting or any adjournment thereof or in connection with any other Shareholder vote. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the person presiding at a Shareholders' chairman of any such meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder entitled to vote in connection with a particular question, shareholder or his proxy shall, appoint two inspectorsmake such appointment at the meeting. In case any person The number of inspectors shall be either one or three. If appointed fails to appear at a meeting on the request of one or actmore shareholders or proxies, the vacancy may majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be filled by appointment made by the Board of Trustees in the case of a meeting in advance of the meeting or at that meeting by the person presiding thereat or, in the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his abilityappointed. The inspectors of election shall determine the number of Shares shares outstanding and the voting power of each, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicable, quorum and the authenticity, validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, ballots votes or consents, determine when the resultpolls shall close, determine the result and do such acts as are may be proper to conduct the election or vote with fairness to all Shareholders. On request shareholders, In the determination of the person presiding at validity and effect of proxies the meetingdates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, if applicableregardless of the postmark dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, or any Shareholder entitled in good faith, to vote thereat or in connection with the best of their ability and as expeditiously as is practical. If there are three inspectors of a particular solicitationsection, the inspectors shall make a report in writing of any challengedecision, question act or matter determined by them and execute a certificate of any fact found by thema majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by them shall be the inspectors of election is prima facie evidence of the facts stated and of the vote as certified by themtherein.

Inspectors of Election. The Board of Trustees, in In advance of any Shareholders' meeting or other Shareholder voteof stockholders, the Board of Directors may appoint one or more inspectors of election, who need not be stockholders, to act at the such meeting or any adjournment thereof or in connection with any other Shareholder votethereof. If inspectors of election are not so appointed, the person presiding at a Shareholders' any such meeting or the Chairman of the Board where there is no meeting, may, and on the request of any Shareholder stockholder entitled to vote in connection with a particular question, at the meeting and before voting begins shall, appoint two inspectorsinspectors of election. In The number of inspectors shall be either one or three, as determined, in the case of inspectors appointed upon demand of a stockholder, by the stockholders in the manner provided in Section 5 of this Article II, and otherwise by the Board of Directors or person presiding at the meeting, as the case may be. If any person who is appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in the case of a meeting Directors in advance of the meeting meeting, or at that the meeting by the person presiding thereat or, in at the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign take an oath faithfully to execute the duties of inspector with strict impartiality and according to the best at such meeting. If inspectors of his ability. The inspectors election are appointed as aforesaid, they shall determine from the lists referred to in Section 8 of this Article II the number of Shares outstanding and the voting power of eachshares outstanding, the Shares shares represented at the meeting, if applicable, the existence of a quorum, if applicable, and the voting power of shares represented at the meeting, determine the authenticity, validity and effect of proxies, and shall receive votes, ballots votes or consentsballots, hear and determine all challenges and questions in any way arising in connection with the right to votevote or the number of votes which may be cast, count and tabulate all votes, ballots votes or consentsballots, determine the resultresults, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. On request of the person presiding at the meeting, if applicable, or any Shareholder stockholders entitled to vote thereat thereat. If there be three inspectors of election, the decision, act or certificate of both shall be effective in connection with a particular solicitationall respects as the decision, act or certificate of both. Unless waived by vote of the stockholders conducted in the manner which is provided in Section 5 of this Article II, the inspectors shall make a report in writing of any challenge, challenge or question or matter which is determined by them them, and execute a sworn certificate of any fact facts found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Inspectors of Election. The Board of Trustees, in In advance of any meeting of Shareholders' meeting or other Shareholder vote, the Trustees may appoint one or more inspectors Inspectors of Election to act at the meeting or any adjournment thereof or in connection with any other Shareholder votethereof. If inspectors Inspectors of Election are not so appointed, the person presiding at a Shareholders' meeting or the Chairman of the Board where there is no meetingMeeting, if any, of any meeting of Shareholders may, and on the request of any Shareholder entitled to vote in connection with a particular question, or Shareholder proxy shall, appoint two inspectorsInspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Trustees in advance of the case of a meeting in advance convening of the meeting or at that the meeting by the person presiding thereat or, in Chairman of the case of a vote without a meeting, in advance of counting the vote. Each inspector, before entering upon the discharge of his duties, shall make and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his abilityMeeting. The inspectors Inspectors of Election shall determine the number of Shares outstanding and the voting power of eachoutstanding, the Shares represented at the meeting, if applicable, the existence of a quorum, if applicablethe authenticity, and the validity and effect of proxies, and shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes, ballots votes or consents, determine the resultresults, and do such other acts as are may be proper to conduct the election or vote with fairness to all Shareholders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the person presiding at Chairman of the meeting, if applicableMeeting, or of any Shareholder entitled to vote thereat or in connection with a particular solicitationShareholder proxy, the inspectors Inspectors of Election shall make a report in writing of any challenge, challenge or question or matter determined by them and shall execute a certificate of any fact facts found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.