NOVADEL PHARMA INC filed this DEF 14A on 10/28/1998.
« Prev Page	Outline	Printer Friendly	Entire Filing	Next Page »

voted on by a class or classes, the holders of a majority of the shares of such
class or classes shall constitute a quorum for the transaction of such specified
item of business.

                  When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.

                  The shareholders present may adjourn the meeting despite the
absence of a quorum.

         8.       Proxies.

                  Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

                  Every proxy must be signed by the shareholder or his
attorney-in-fact. No proxy shall be valid after expiration of eleven months from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.

         9.       Qualification of Voters.

                  Every shareholder of record shall be entitled at every meeting
of shareholders to one vote for every share standing in his name on the record
of shareholders, unless otherwise provided in the Certificate of Incorporation.

         10.      Vote of Shareholders.

                  Except as otherwise required by statute or by the Certificate
of Incorporation:

                  (a) directors shall be elected by a plurality of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote in
the election;

                  (b) all other corporate action shall be authorized by a
majority of the votes cast.

         11.      List of Shareholders.

                  The officer who has charge of the stock ledger of the
Corporation, or the transfer agent of the Corporation's stock, if there be one
then acting, shall prepare and make, at least ten days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city where the

                                       3