EX-3.1
from 8-K
3 pages
Section 2. Election of Directors. Except as Provided in Section 3 of This Article, Each Director Shall Be Elected by the Majority of the Votes Cast With Respect to the Nominee at Any Meeting of the Election of Directors at Which a Quorum Is Present, Provided That if as of the Record Date for a Meeting at Which Directors Are to Be Elected the Number of Nominees Exceeds the Number of Directors to Be Elected, the Directors Shall Be Elected by the Vote of a Plurality of the Shares Represented in Person or by Proxy at Any Such Meeting and Entitled to Vote on the Election of Directors. for Purposes of This Section, a Majority of the Votes Cast Means That the Number of Shares Voted “For” a Director Must Exceed the Number of Votes Cast “Against” That Director, Without Regard to Abstentions or Votes Cumulated for Another Nominee. for Elections at Which the Majority Vote Standard Applies, the Nominations and Governance Committee Will Establish Procedures Under Which Any Currently Serving Director Shall Offer to Tender His or Her Resignation Which Resignation Shall Be Effective Only If: 1) He or She Is Not Re-Elected, and 2) the Resignation Is Accepted by the Board. the Nominations and Governance Committee Will Make a Recommendation to the Board on Whether to Accept or Reject Any Such Resignation, or Whether Other Action Should Be Taken With Respect to Any Such Director Who Is Not Re-Elected. the Board Will Act on the Committee’s Recommendation and Publicly Disclose Its Decision and the Rationale Behind It Within 90 Days From the Date of the Certification of the Election Results. Any Director May Resign at Any Time Upon Notice to the Corporation. Such Resignation Shall Take Effect at the Time Specified Therein Or, if the Time Be Not Specified, Upon the Receipt Thereof And, Unless Otherwise Specified Therein, the Acceptance of Such Resignation Shall Not Be Necessary to Make It Effective. Directors Need Not Be Stockholders of the Corporation
12/34/56
EX-3.1
from 8-K
13 pages
SLM Corporation Certificate of Designation, Powers, Preferences, Rights, Privileges, Qualifications, Limitations, Restrictions, Terms and Conditions of Floating-Rate Non-Cumulative Preferred Stock, Series B
12/34/56
