Common use of Inspectors Clause in Contracts

Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each, (b) ascertain the number of shares represented at the meeting, (c) ascertain the existence of a quorum, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (f) determine and retain for a reasonable period a record of the disposition of all challenges made to any determination made by the inspectors, (g) certify the determination of the number of shares represented at the meeting and their count of all votes and ballots, and (h) do such other acts as are proper to conduct the election or vote in accordance with applicable law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballots, the inspectors shall act in accordance with applicable law.

Inspectors. The Board mayBoard, in advance of any meeting all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors to act at such meeting of stockholder votes, who may be employees or any adjournment thereof. If any agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors so appointed shall fail of stockholder votes previously designated by the Board fails to appear or actact at the meeting of stockholders, the chairman of the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shall, may appoint one or more inspectorsinspectors of stockholder votes to fill such vacancy or vacancies. Each inspectorInspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of his their duties, shall take and sign an oath to faithfully to execute the duties of inspector at such meeting of stockholder votes with strict impartiality and according to the best of his abilitytheir ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (ai) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (bii) ascertain determine the number shares of shares capital stock of the Corporation represented at the meetingmeeting and the validity of proxies and ballots, (ciii) ascertain the existence of a quorumcount all votes and ballots, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (fiv) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, and (gv) certify the their determination of the number of shares of capital stock of the Corporation represented at the meeting and their such inspectors’ count of all votes and ballots, . Such certification and (h) do report shall specify such other acts information as are proper to conduct the election or vote in accordance with may be required by applicable law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law.

Inspectors. The Board mayBoard, in advance of any meeting of stockholders' meeting, may appoint one or more inspectors to act at such the meeting or any adjournment thereof. If any of the inspectors are not so appointed shall fail to appear or actappointed, the chairman of the person presiding at a stockholders' meeting may, or if inspectors shall not have been appointed, and on the chairman request of the meeting any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, inspector shall take and sign an oath execute faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability, and if requested to do so before entering upon the discharge of his duties, each inspector shall give or sign an oath to do so. The If inspectors have been designated, the inspectors (or if there are no inspectors, the secretary of the meeting) shall (a) ascertain determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, (b) ascertain the number of shares represented at the meeting, (c) ascertain the existence of a quorum, (d) ascertain quorum and the validity and effect of proxies, (e) and the inspectors 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, (f) determine and retain for a reasonable period a record of the disposition of all challenges made to any determination made by the inspectors, (g) certify the determination of the number of shares represented at the meeting and their count of all votes and ballotsresult, and (h) do such other acts things as are proper to conduct the election or vote in accordance with applicable lawfairness to all stockholders. On request of the chairman of person presiding at the meetingmeeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request question or matter determined by them and shall execute a certificate of any fact found by them. No director Any report or candidate for the office of director certificate made by them shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance be prima facie evidence of the duties facts stated and of the inspectors. In determining the validity and counting of all proxies and ballots, the inspectors shall act in accordance with applicable lawvote as certified by them.

Inspectors. The Board mayBoard, in advance of any meeting all meetings of the stockholders, may, and shall if required by law, appoint one or more inspectors to act at such meeting of stockholder votes, who may be employees or any adjournment thereof. If any agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors so appointed shall fail of stockholder votes previously designated by the Board fails to appear or actact at the meeting of stockholders, the chairman of the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shall, may appoint one or more inspectorsinspectors of stockholder votes to fill such vacancy or vacancies. Each inspectorInspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of his their duties, shall take and sign an oath to faithfully to execute the duties of inspector at such meeting of stockholder votes with strict impartiality and according to the best of his abilitytheir ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (ai) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (bii) ascertain determine the number shares of shares capital stock of the Corporation represented at the meetingmeeting and the validity of proxies and ballots, (ciii) ascertain the existence of a quorumcount all votes and ballots, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (fiv) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, and (gv) certify the their determination of the number of shares of capital stock of the Corporation represented at the meeting and their such inspectors’ count of all votes and ballots, . Such certification and (h) do report shall specify such other acts information as are proper to conduct the election or vote in accordance with applicable may be required by law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law.

Inspectors. The Board mayof Directors, in advance of any meeting of stockholdersmeeting, shall appoint one or more inspectors of election to act at such the meeting or any adjournment thereof. If any of the an inspector or inspectors so appointed are unable to act at the meeting, the person presiding at the meeting shall fail appoint one or more other inspectors. In case any person who may be appointed as an inspector fails to appear or act, the chairman vacancy may be filled by appointment made by the directors in advance of the meeting may, or if inspectors shall not have been appointed, the chairman of at the meeting shall, appoint one or more inspectorsby the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall (a) ascertain determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, (b) ascertain the number shares of shares stock represented at the meeting, (c) ascertain the existence of a quorum, (d) ascertain and the validity and effect of proxies, (e) 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, (f) determine and retain for a reasonable period a record of the disposition of all challenges made to any determination made by the inspectors, (g) certify the determination of the number of shares represented at the meeting and their count of all votes and ballotsresult, and (h) do such other acts as are proper to conduct the election or vote in accordance with applicable lawfairness to all stockholders. On request of the chairman of person presiding at the meeting, the inspector or inspectors shall make a report in writing of any challenge, request question or matter determined by them such inspector or inspectors and shall execute a certificate of any fact found by them. No director such inspector or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballots, the inspectors shall act in accordance with applicable law.

Inspectors. The Board mayBoard, in advance of any meeting all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors to act at such meeting of stockholder votes, who may be employees or any adjournment thereof. If any agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors so appointed shall fail of stockholder votes previously designated by the Board fails to appear or actact at the meeting of stockholders, the chairman of the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shall, may appoint one or more inspectorsinspectors of stockholder votes to fill such vacancy or vacancies. Each inspectorInspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of his their duties, shall take and sign an oath to faithfully to execute the duties of inspector at such meeting of stockholder votes with strict impartiality and according to the best of his abilitytheir ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (b) ascertain determine the number shares of shares capital stock of the Corporation represented at the meetingmeeting and the validity of proxies and ballots, (c) ascertain the existence of a quorumcount all votes and ballots, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (f) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, and (ge) certify the their determination of the number of shares of capital stock of the Corporation represented at the meeting and their such inspectors’ count of all votes and ballots, . Such certification and (h) do report shall specify such other acts information as are proper to conduct the election or vote in accordance with may be required by applicable law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law.

Inspectors. The Board may, in advance of Prior to any meeting of stockholders, the Board of Directors may, and shall if required by law, appoint one or more inspectors to act at such meeting and make a written report thereof and may designate one or more persons as alternate inspectors to replace any adjournment thereofinspector who fails to act. If any no inspector or alternate is able to act at the meeting of the inspectors so appointed shall fail to appear or actstockholders, the chairman of person presiding at the meeting may, or and shall if inspectors shall not have been appointed, the chairman of the meeting shallrequired by law, appoint one or more inspectorsinspectors to act at the meeting. The inspectors need not be stockholders of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each, (b) ascertain determine the number of shares represented at the meeting, (c) ascertain the existence of a quorum, (d) ascertain meeting and the validity of proxies and effect of proxiesballots, (e) count all votes and tabulate all votesballots, ballots or consents, (f) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, (g) inspectors and certify the their determination of the number of shares represented at the meeting and their count of all votes and ballots, and (h) do such other acts as are proper to conduct the election or vote in accordance with applicable law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors them in the performance of the duties their duties. The date and time of the inspectorsopening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law. Section 1.8.

Inspectors. The Board mayBoard, in advance of any meeting of stockholders' meeting, may appoint one or more inspectors to act at such the meeting or any adjournment thereof. If any of the inspectors are not so appointed shall fail to appear or actappointed, the chairman of the person presiding at a stockholders' meeting may, or if inspectors shall not have been appointed, and on the chairman request of the meeting any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, inspector shall take and sign an oath execute faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability, and if requested to do so before entering upon the discharge of his duties, each inspector shall give or sign an oath to do so. The If inspectors have been designated, the inspectors (or if there are no inspectors, the secretary of the meeting) shall (a) ascertain determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, (b) ascertain the number of shares represented at the meeting, (c) ascertain the existence of a quorum, (d) ascertain quorum and the validity and effect of proxies, (e) and the inspectors 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, (f) determine and retain for a reasonable period a record of the disposition of all challenges made to any determination made by the inspectors, (g) certify the determination of the number of shares represented at the meeting and their count of all votes and ballotsresult, and (h) do such other acts things as are proper to conduct the election or vote in accordance with applicable lawfairness to all stockholders. On request of the chairman of person presiding at the meetingmeeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request question or matter determined by them and shall execute a certificate of any fact found by them. No director Any report or candidate for the office of director certificate made by them shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance be prima facie evidence of the duties facts stated and of the inspectorsvote as certified by them. In determining the validity Restated and counting of all proxies and ballotsDated January 18, the inspectors shall act in accordance with applicable law.2019 -2- SPAR Group, Inc. By-Laws

Inspectors. The Board mayBoard, in advance of any meeting all meetings of the stockholders, may, and shall if required by law, appoint one or more inspectors to act at such meeting of stockholder votes, who may be employees or any adjournment thereof. If any agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors so appointed shall fail of stockholder votes previously designated by the Board fails to appear or actact at the meeting of stockholders, the chairman of the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shall, may appoint one or more inspectorsinspectors of stockholder votes to fill such vacancy or vacancies. Each inspectorInspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of his their duties, shall take and sign an oath to faithfully to execute the duties of inspector at such meeting of stockholder votes with strict impartiality and according to the best of his abilitytheir ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (ai) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (bii) ascertain determine the number shares of shares capital stock of the Corporation represented at the meetingmeeting and the validity of proxies and ballots, (ciii) ascertain the existence of a quorumcount all votes and ballots, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (fiv) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, and (gv) certify the their determination of the number of shares of capital stock of the Corporation represented at the meeting and their such inspectors' count of all votes and ballots, . Such certification and (h) do report shall specify such other acts information as are proper to conduct the election or vote in accordance with applicable may be required by law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law.

Inspectors. The Board mayBoard, in advance of any meeting all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors to act at such meeting of stockholder votes, who may be employees or any adjournment thereof. If any agents of the inspectors so appointed Corporation or stockholders or their proxies, but who shall fail to appear or act, the chairman not be directors of the meeting may, Corporation or if inspectors shall not have been appointed, candidates for election as directors. In the chairman of event that the meeting shall, Board fails to so appoint one or more inspectorsinspectors of stockholder votes or in the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chair of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Each inspectorInspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of his discharging their duties, shall take and sign an oath to faithfully to execute the duties of inspector at such meeting of stockholder votes with strict impartiality and according to the best of his abilitytheir ability and the oath so taken shall be subscribed by them. The inspector or inspectors so appointed or designated shall (ai) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (bii) ascertain determine the number shares of shares stock of the Corporation represented at the meetingmeeting and the validity of proxies and ballots, (ciii) ascertain the existence of a quorumcount all votes and ballots, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (fiv) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, and (gv) certify the their determination of the number of shares of stock of the Corporation represented at the meeting and their such inspectors’ count of all votes and ballots, . Such certification and (h) do report shall specify such other acts information as are proper to conduct the election or vote in accordance with may be required by applicable law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law.

Inspectors. The Board mayof Directors, in advance of any meeting of stockholdersmeeting, may, but need not, appoint one or more inspectors of election to act at such the meeting or any adjournment thereof. If any of the an inspector or inspectors are not so appointed shall fail to appear or actappointed, the chairman of person presiding at the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shallbut need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by an appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. No person who is a candidate for office at an election may serve as an inspector at such election. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors inspectors, if any, shall (a) ascertain determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, (b) ascertain the number shares of shares stock represented at the meeting, (c) ascertain the existence of a quorum, (d) ascertain and the validity and effect of proxies, (e) 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, (f) determine and retain for a reasonable period a record of the disposition of all challenges made to any determination made by the inspectors, (g) certify the determination of the number of shares represented at the meeting and their count of all votes and ballotsresult, and (h) do such other acts as are proper to conduct the election or vote in accordance with fairness to all stockholders. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. On request of the chairman of person presiding at the meeting, the inspectors inspector or inspectors, if any, shall make a report in writing of any challenge, request question or matter determined by them such inspector or inspectors and shall execute a certificate of any fact found by them. No director such inspector or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballots, the inspectors shall act in accordance with applicable law.

Inspectors. The Board Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at such the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any of the inspectors no inspector so appointed shall fail or designated is able to appear or actact at a meeting of stockholders, the chairman of person presiding at the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting shall, appoint one or more inspectorsinspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ai) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (bii) ascertain determine the number shares of shares capital stock of the Corporation represented at the meetingmeeting and the validity of proxies and ballots, (ciii) ascertain the existence of a quorumcount all votes and ballots, (d) ascertain the validity and effect of proxies, (e) count and tabulate all votes, ballots or consents, (fiv) determine and retain for a reasonable period a record of the disposition of all any challenges made to any determination made by the inspectors, and (gv) certify the their determination of the number of shares of capital stock of the Corporation represented at the meeting and their such inspectors’ count of all votes and ballots, . Such certification and (h) do report shall specify such other acts information as are proper to conduct the election or vote in accordance with applicable may be required by law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballotsballots cast at any meeting of stockholders of the Corporation, the inspectors shall act in accordance with may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.