THEODORE R. MCKELDIN, GOVERNOR 303

(d) Unless otherwise agreed in writing, the record holder
of any shares which actually belong to another, upon demand
therefor, shall issue to such actual owner a proxy to vote such
shares.

41. (Voting Trust. ) Any one or more stockholders of a
corporation may confer upon a trustee or trustees the right
to vote or otherwise represent their shares for a period not
to exceed ten years, by entering into a written voting trust
agreement specifying the terms and conditions of the voting
trust, by depositing an executed copy of the agreement with
the corporation at its principal office, and by transferring their
shares to such trustee or trustees for the purposes of the
agreement. Every other stockholder, upon his request there-
for, may by like agreement in writing also transfer all or any
part of his shares to the same trustee or trustees and there-
upon may participate in the terms, conditions and privileges
of such agreement.

42. (Waiver of Notice. ) Whenever any notice of the time,
place or purpose of any meeting of stockholders, directors or
committee is required to be given under the provisions of this
Article or under the provisions of the charter or by-laws of a
corporation, a waiver thereof in writing, signed by the person
or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting in person or by proxy, shall
be deemed equivalent to the giving of such notice to such
persons.

43. (Informal Action by Stockholders. ) Any action re-
quired or permitted to be taken at any meeting of stockholders
may be taken without a meeting, if a consent in writing,
setting forth such action, is signed by all the stockholders en-
titled to vote on the subject matter thereof and any other
stockholders entitled to notice of a meeting of stockholders
(but not to vote thereat) have waived in writing any rights
which they may have to dissent from such action, and such
consent and waiver are filed with the records of the corpora-
tion.

BY-LAWS, BOOKS AND RECORDS

44. (By-Laws. ) After the organization meeting of the board
of directors, the power to make, alter and repeal the by-laws
of the corporation shall be vested in the stockholders unless
and to the extent such power may be vested in the board of
directors by the charter or the by-laws. The by-laws may
contain any provisions not inconsistent with law or the charter