EX-3.(II)
from 10-Q
~10
pages
Section 1.1 Meetings. Meetings of Stockholders May Be Held at Such Date, Time and Place, if Any, Either Within or Without the State of Delaware as May Be Designated by the Board of Directors From Time to Time. Special Meetings of Stockholders May Be Called at Any Time by the Chairperson of the Board, a Vice Chairperson of the Board, the Chief Executive Officer, the President or the Board of Directors, to Be Held at Such Date, Time and Place, if Any, Either Within or Without the State of Delaware as May Be Stated in the Notice of Meeting. the Board of Directors May, in Its Sole Discretion, Determine That the Meeting Shall Not Be Held at Any Place, but May Instead Be Held Solely by Means of Remote Communication as Authorized by the Delaware General Corporation Law. if Authorized by the Board of Directors, and Subject to Such Guidelines and Procedures as the Board of Directors Shall Adopt, Stockholders and Proxyholders Not Physically Present at a Meeting of Stockholders May, by Means of Remote Communication, Participate in a Meeting of Stockholders and Be Deemed Present in Person and Vote at a Meeting of Stockholders Whether Such Meeting Is to Be Held at a Designated Place or Solely by Means of Remote Communication Provided That: (I) the Corporation Shall Implement Reasonable Measures to Verify That Each Person Deemed Present and Permitted to Vote at the Meeting by Means of Remote Communication Is a Stockholder or Proxyholder, (II) the Corporation Shall Implement Reasonable Measures to Provide Such Stockholders and Proxyholders a Reasonable Opportunity to Participate in the Meeting and to Vote on Matters Submitted to the Stockholders, Including an Opportunity to Read or Hear the Proceedings of the Meeting Substantially Concurrently With Such Proceedings, and (III) if Any Stockholder or Proxyholder Votes or Takes Other Action at the Meeting by Means of Remote Communication, a Record of Such Vote or Other Action Shall Be Maintained by the Corporation
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