ABSTENTION FROM VOTING

When it comes time for directors to vote on an issue, abstentions are not "yes" votes and do not count as an approval of the action being voted upon. However, if a director fails or refuses to indicate a "yes," "no" or "abstain," and the chair of the meeting deems the director to have voted "yes" and the silent director does not object, the vote is counted as a "yes" vote.

Whenever a director believes he/she has a conflict of interest, the director should abstain from voting on the issue and make sure that his/her abstention is noted in the minutes.

Updated by ADAMS KESSLER 5/7/2008