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The 193rd General Court of the Commonwealth of Massachusetts

Section 23: Voting by stockholders; proxy

Section 23. Stockholders may vote in person or by proxy. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. If not otherwise determined by the articles of organization or by-laws of the corporation, each stockholder shall be entitled to one vote for each share owned by him.