FORM OF PROXY

If proxies are used, they must now be on 2 pages--the first is the authorizing language giving the proxyholder the power to vote, the second page contains the instructions on how the proxyholder is to vote on each issue, which is retained by the proxyholder. Civil Code §1363.03(d)(3) Once a proxyholder registers at the membership meeting, the person is given a ballot. The Inspector of Election keeps the authorizing portion of the proxy and returns to the proxyholder the instructions on how the proxyholder is to vote the ballot. The proxyholder then votes the ballot in secret.

Directed Proxies. Any proxy distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter intended, at the time the written ballot or proxy is distributed, to be acted upon at the membership meeting. Corp. Code §7514

Updated by ADAMS KESSLER 8/19/2008