SECTION 4.VOTING. At each meeting of the stockholders, each stockholder entitled to vote at such meeting in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. A stockholder may authorize another person to act for such stockholder as proxy by either written authorization, or by the transmission of telegram, cablegram or other means of electronic transmission or by other means permitted under the Delaware General Corporation Law as in effect from time to time provided such transmission is set forth or submitted in a way that it may be determined that such transmission was authorized by the stockholder. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors and all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the state of Delaware.