EX-3.1
from 8-K
1 page
Section 8. Removal. Subject to the Rights of the Holders of Any Series of Preferred Stock, or Any Other Series or Class of Stock as Set Forth in the Certificate of Incorporation, to Elect Directors Under Specified Circumstances, Any Director, or the Entire Board of Directors, May Be Removed From Office at Any Time, With or Without Cause, but Only for Cause and Only by the Affirmative Vote of the Holders of a Majority of the Voting Power of the Then Outstanding Voting Stock, Voting Together as a Single Class, at an Annual Meeting or a Special Meeting Called Expressly for This Purpose. for Purposes of These By-Laws, “Voting Stock” Shall Mean the Shares of Capital Stock of the Corporation Entitled to Vote Generally in the Election of Directors
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EX-3.2
from 8-K
8 pages
(A)whenever the Board of Directors Solicits Proxies With Respect to the Election of Directors at an Annual Meeting of Stockholders (Following the 2016 Annual Meeting of Stockholders), Subject to the Provisions of This Section 12, the Corporation Shall Include in Its Proxy Statement for Such Annual Meeting, in Addition to Any Persons Nominated for Election by or at the Direction of the Board of Directors, the Name, Together With the Required Information (As Defined Below), of Any Person Nominated for Election (A “Stockholder Nominee”) to the Board of Directors by an Eligible Stockholder (As Defined in Section 12(d)) Who Expressly Elects at the Time of Providing the Notice Required by This Section 12 to Have Such Nominee Included in the Corporation’s Proxy Materials Pursuant to This Section 12. for Purposes of This Section 12, the “Required Information” That the Corporation Will Include in Its Proxy Statement Is (I) 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 Pursuant to Section 14 of the Exchange Act, and the Rules and Regulations Promulgated Thereunder, and (II) if the Eligible Stockholder So Elects, a Supporting Statement (As Defined in Section 12(h)). for the Avoidance of Doubt, Nothing in This Section 12 Shall Limit the Corporation’s Ability to Solicit Against Any Stockholder Nominee or Include in Its Proxy Materials the Corporation’s Own Statements or Other Information Relating to Any Eligible Stockholder or Stockholder Nominee, Including Any Information Provided to the Corporation Pursuant to This Section 12. Subject to the Provisions of This Section 12, the Name of Any Stockholder Nominee Included in the Corporation’s Proxy Statement for an Annual Meeting of Stockholders Shall Also Be Set Forth on the Form of Proxy Distributed by the Corporation in Connection With Such Annual Meeting
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