EX-3.2
from DEFA14A
2 pages
(B) When a Quorum Is Present at Any Meeting, a Plurality of the Votes Present in Person or Represented by Proxy and Entitled to Vote on the Election of a Director Shall Be Sufficient to Elect Directors, Subject to the Rights of the Holders of Preferred Stock to Elect Directors Under Specified Circumstances Pursuant to the Certificate of Incorporation, Directors Shall Be Elected by the Vote of the Majority of the Votes Cast With Respect to a Director Nominee’s Election at Any Meeting of the Stockholders Called for the Purpose of the Election of Directors, Provided That if as of a Date That Is Ten (10) Days in Advance of the Date the Corporation Files Its Definitive Proxy Statement (Regardless of Whether or Not Thereafter Revised or Supplemented) With the Securities and Exchange Commission, the Number of Nominees Exceeds the Number of Directors to Be Elected, the Directors Shall Be Elected by a Plurality of Votes Cast by the Shares Entitled to Vote in the Election. on All Other for the Purposes of This Section 1.5(b), a “Majority of the Votes Cast” Means That the Number of Shares Voted “For” a Director Must Exceed the Number of Votes “Against” With Respect to That Director
12/34/56
EX-3.2
from 8-K
2 pages
(B) When a Quorum Is Present at Any Meeting, a Plurality of the Votes Present in Person or Represented by Proxy and Entitled to Vote on the Election of a Director Shall Be Sufficient to Elect Directors, Subject to the Rights of the Holders of Preferred Stock to Elect Directors Under Specified Circumstances Pursuant to the Certificate of Incorporation, Directors Shall Be Elected by the Vote of the Majority of the Votes Cast With Respect to a Director Nominee’s Election at Any Meeting of the Stockholders Called for the Purpose of the Election of Directors, Provided That if as of a Date That Is Ten (10) Days in Advance of the Date the Corporation Files Its Definitive Proxy Statement (Regardless of Whether or Not Thereafter Revised or Supplemented) With the Securities and Exchange Commission, the Number of Nominees Exceeds the Number of Directors to Be Elected, the Directors Shall Be Elected by a Plurality of Votes Cast by the Shares Entitled to Vote in the Election. on All Other for the Purposes of This Section 1.5(b), a “Majority of the Votes Cast” Means That the Number of Shares Voted “For” a Director Must Exceed the Number of Votes “Against” With Respect to That Director
12/34/56