resolution of
the governing
body of
such corporation
or other
entity or
agreement of
the partners
of a
partnership presents
a
certified copy of such
bylaw, resolution or agreement, in which
case such person
may vote such stock.
Any director or
fiduciary
may vote stock registered in the name of such person in the capacity of such director
or fiduciary, either in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not
be
counted in determining the total number of outstanding shares entitled to be voted at
any given time, unless they are held by it
in a fiduciary
capacity,
in which case
they may be
voted and shall be
counted in determining
the total number
of outstanding
shares at any given time.
The Board
of Directors
may adopt
by resolution
a procedure
by which
a stockholder
may certify
in writing
to the
Corporation that
any shares
of stock
registered in
the name
of the
stockholder are
held for
the account
of a
specified person
other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification,
the purpose
for which the certification
may be made, the form of
certification and the information
to be contained in it;
if the certification
is with respect
to a record
date, the time
after the record
date within which
the certification must
be received by
the Corporation;
and
any
other
provisions
with
respect
to
the
procedure
which
the
Board
of
Directors
considers
necessary
or
desirable.
On
receipt by the
Corporation of such
certification, the person
specified in the
certification shall be
regarded as, for
the purposes
set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
Section 2.10
Inspectors
.
The
Board
of
Directors
or
the
chair
of
the
meeting
may
appoint,
before
or
at
the
meeting, one or more inspectors for the meeting and any
successor to the inspector. Except as otherwise provided by the Board
of Directors or the Chair of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented
at
the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents,
(c) report such tabulation to the chair of the meeting, (d) hear and determine all challenges and questions arising in connection
with the
right to
vote, and
(e) do
such acts
as are
proper to
fairly conduct
the election
or vote.
Each such
report shall
be in
writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there
is more than one inspector, the
report of a majority shall
be the report of
the inspectors. The report of
the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting shall be
prima facie evidence thereof.
Advance Notice of Nominees for Director and Other Stockholder
Proposals
.
(a)
Annual Meetings of Stockholders
.
(1)
Nominations of individuals for election to the Board of Directors
and the proposal of other business
to
be
considered
by
the
stockholders
may
be
made
at
an
annual
meeting
of
stockholders
(i)
pursuant
to
the
Corporation’s notice
of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by
any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice by the stockholder as provided for in this
Section 2.11(a),
at the record date
set by the Board
of Directors for
the purpose of determining
stockholders entitled
to vote at the annual meeting,
and at the time of the
annual meeting (and any postponement
or adjournment thereof),
who is
entitled to
vote at
the meeting
in the
election of
each individual
so nominated
or on
any such
other business
and who has complied with this Section 2.11(a).
(2)
For
any
nomination
or
other
business
to
be
properly
brought
before
an
annual
meeting
by
a
stockholder pursuant
Section 2.11(a)(1)(iii),
the stockholder
must have
given timely
notice thereof
in writing
to the
Secretary
of
the
Corporation
and
any
such
other
business
must
otherwise
be
a
proper
matter
for
action
by
the
stockholders. To be
timely, a stockholder’s notice
shall set forth all information and certifications required under this
Section 2.11 and shall be delivered to
the Secretary at the principal
executive office of the Corporation not earlier
than
the one hundred fiftieth (150th) day nor later than 5:00 p.m., Eastern Time,
on the one hundred twentieth (120th) day
prior to
the first (1st)
anniversary of
the date of
the proxy
statement (as defined
in Section 2.11(c)(4)
of this Article
II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is
advanced or delayed by more than
thirty (30) days from the first
(1st) anniversary of the date
of the preceding year’s
annual meeting, notice
by the stockholder
to be timely
must be so
delivered not earlier
than the one
hundred fiftieth
(150th) day prior to the date of such annual meeting and not later
than 5:00 p.m., Eastern Time, on the later of the one
hundred twentieth (120th) day prior to the
date of such annual meeting, as
originally convened, or the tenth (10th) day
following the day on which public announcement of the date of such meeting is first made. The public announcement
of a
postponement or
adjournment of
an annual
meeting shall
not commence
a new
time period
for the
giving of
a
stockholder’s notice as described above.
(3)
A stockholder’s notice described in Section 2.11(a)(2)
shall set forth: