EX-3.2
from 8-K
~5
pages
(A) Proxy Access. Whenever the Board Solicits Proxies With Respect to the Election of Directors at an Annual Meeting of Stockholders, Subject to the Provisions of This Section 8, the Corporation Shall Include in Its Proxy Statement for Such Annual Meeting, in Addition to Any Persons Nominated for Election by the Board, Including Through a Committee Thereof, the Name, Together With the Required Information (Defined Below), of Any Person Nominated for Election (The "Stockholder Nominee") to the Board by Any Stockholder or Group of No More Than Twenty –Five (25) Stockholders (Provided That a Group of Funds Under Common Management and Investment Control Shall Be Treated as One Stockholder) That Satisfies the Requirements of This Section 8 (The "Eligible Stockholder"), and Who Expressly Elects at the Time of Providing the Notice Required by This Section 8 (The "Notice of Proxy Access Nomination") to Have Its Nominee Included in the Corporation's Proxy Materials (Including the Proxy Card) Pursuant to This Section 8. for Purposes of This Section 8, the "Required Information" That the Corporation Will Include in Its Proxy Statement Is the Information Provided to the Secretary of the Corporation Concerning the Stockholder Nominee and the Eligible Stockholder That Is Required to Be Disclosed in the Corporation's Proxy Statement by the Exchange Act, And, if the Eligible Stockholder So Elects, a Written Statement, Not to Exceed 500 Words, in Support of the Stockholder Nominee(s)' Candidacy (The "Statement"). Notwithstanding Anything to the Contrary Contained in This Section 8, the Corporation May Omit From Its Proxy Materials Any Information or Statement (Or Portion Thereof) That It, in Good Faith, Believes Would Violate Any Applicable Law or Regulation
12/34/56
EX-3.1
from 8-K
1 page
(C) Call. Annual Meetings and Special Meetings May Be Called by the Board of Directors or by an Officer Instructed by the Board of Directors to Call the Meeting. Special Meetings, Unless Otherwise Provided by the General Corporation Law, Shall Be Called by the Board of Directors Upon Written Request Delivered to the Secretary of the Corporation by the Holder(s) of at Least 25% of the Then Outstanding Shares of the Corporation. Such Request Shall Be Signed by Each Such Holder, Stating the Number of Shares Owned by Each Holder, and Shall Indicate the Purpose of the Requested Meeting. in Addition, Any Stockholder(s) Requesting a Special Meeting Shall Promptly Provide Any Other Information Reasonably Requested by the Corporation
12/34/56
