EX-3.2 6 exhibit32.htm EX-3.2 exhibit32
 
 
 
 
 
 
 
 
 
 
AMENDED AND RESTATED BYLAWS
OF
CAL-MAINE FOODS, INC.
(Effective March 27, 2025)
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.1.
Place
 
of
 
Meetings.
 
Meetings
 
of
 
the
 
stockholders
 
of
 
Cal-Maine
 
Foods,
 
Inc.
 
(the
“Corporation”) shall be held
 
at such time and
 
place, if any, either
 
within or without the
 
State of Delaware,
as shall
 
be designated
 
from time
 
to time
 
by the
 
board of
 
directors of
 
the Corporation
 
(the “Board”).
 
The
Board may, in
 
its sole discretion,
 
determine that a
 
meeting shall not
 
be held at
 
any place, but
 
shall instead
be
 
held
 
solely
 
by
 
means
 
of
 
remote
 
communication
 
in
 
accordance
 
with
 
Section 211(a)
 
of
 
the
 
General
Corporation Law of the State of Delaware, as amended (the “DGCL”).
Section 1.2.
Annual
 
Meetings.
 
The
 
annual
 
meeting
 
of
 
stockholders
 
of
 
the
 
Corporation
 
for
 
the
election of
 
directors and
 
for the
 
transaction of
 
such other
 
business as
 
may properly
 
be brought
 
before the
meeting in accordance with these amended and restated
 
bylaws of the Corporation (as amended, restated or
amended and restated from time to time in accordance with the provisions hereof, these “Bylaws”) shall be
held on such date
 
and at such time
 
as may be designated
 
from time to time
 
by the Board.
 
The Board may
postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.
Section 1.3.
Special
 
Meetings.
 
Unless
 
otherwise
 
required
 
by
 
law
 
or
 
by
 
the
 
certificate
 
of
incorporation of the
 
Corporation (including
 
the terms of
 
any certificate of
 
designation with respect
 
to any
series of preferred stock), as amended, restated or amended and restated from time to time (the “Certificate
of Incorporation”),
 
special meetings
 
of the
 
stockholders of
 
the Corporation,
 
for any
 
purpose or
 
purposes,
may be called only
 
by the Board Chair
 
or the Board.
 
The ability of the
 
stockholders of the Corporation
 
to
call a special
 
meeting of stockholders
 
is hereby specifically
 
denied.
 
At a special
 
meeting of stockholders,
only such business shall
 
be conducted as shall
 
be specified in the
 
notice of meeting.
 
The Board Chair or
 
the
Board may postpone, reschedule
 
or cancel any special
 
meeting of stockholders previously
 
called by either
of them.
Section 1.4.
Notice.
 
Whenever stockholders of the Corporation are required or
 
permitted to take
any action
 
at a
 
meeting, a
 
written notice
 
of the
 
meeting shall
 
be given,
 
which shall
 
state the
 
place, if
 
any,
date and
 
time of
 
the meeting,
 
the record
 
date for
 
determining the
 
stockholders entitled to
 
vote at
 
the meeting,
if such date is different from the record date for determining stockholders entitled
 
to notice of meeting, the
means of remote communications, if any, by which stockholders and
 
proxy holders may be deemed present
in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is
 
called.
 
Unless otherwise required
 
by law or
 
the Certificate of
 
Incorporation, written notice
of any meeting shall be given either personally, by
 
mail or by electronic transmission (as defined below) (if
permitted under the circumstances by the DGCL) not
 
less than ten nor more than 60 days before
 
the date of
the meeting,
 
by or
 
at the
 
direction of
 
the Board
 
Chair, the
 
Chief Executive
 
Officer or
 
the Board,
 
to each
stockholder entitled
 
to vote
 
at such
 
meeting as
 
of the
 
record date
 
for determining
 
stockholders entitled
 
to
notice
 
of the
 
meeting.
 
If
 
mailed, such
 
notice shall
 
be deemed
 
to be
 
given when
 
deposited in
 
the United
States
 
mail
 
with
 
postage
 
thereon
 
prepaid,
 
addressed
 
to
 
the
 
stockholder
 
at
 
the
 
stockholder’s
 
address
 
as
 
it
appears
 
on
 
the
 
stock
 
transfer
 
books
 
of
 
the
 
Corporation.
 
If
 
notice
 
is
 
given
 
by
 
means
 
of
 
electronic
transmission, such notice shall be deemed to be given
 
at the times provided in the DGCL.
 
Any stockholder
may waive
 
notice of
 
any meeting
 
before or
 
after the
 
meeting.
 
The attendance
 
of a
 
stockholder at
 
any meeting
shall constitute a waiver
 
of notice of such
 
meeting, except where
 
the stockholder attends the
 
meeting for the
express purpose of
 
objecting, and does
 
so object, at
 
the beginning of
 
the meeting to
 
the transaction of
 
any
business
 
because
 
the
 
meeting
 
is
 
not
 
lawfully
 
called
 
or
 
convened.
 
For
 
the
 
purposes
 
of
 
these
 
Bylaws,
 
 
 
 
 
 
 
 
 
“electronic
 
transmission”
 
means
 
any
 
form
 
of
 
communication,
 
not
 
directly
 
involving
 
the
 
physical
transmission
 
of
 
paper,
 
that
 
creates
 
a
 
record
 
that
 
may
 
be
 
retained,
 
retrieved
 
and
 
reviewed
 
by
 
a
 
recipient
thereof and that
 
may be directly
 
reproduced in paper
 
form by such
 
a recipient through
 
an automated
 
process.
Section 1.5.
Adjournments.
 
Any meeting of
 
stockholders of the
 
Corporation may be
 
adjourned or
recessed from time to time to reconvene at the same or some other place, if any, by holders of a majority of
the
 
voting
 
power
 
of
 
the
 
Corporation’s
 
capital
 
stock
 
issued
 
and
 
outstanding
 
and
 
entitled
 
to
 
vote
 
thereat,
present in person
 
or represented by
 
proxy, though less
 
than a quorum,
 
or by any
 
officer entitled to
 
preside
at or
 
to act
 
as secretary
 
of such
 
meeting, and
 
notice need
 
not be
 
given of
 
any such
 
adjourned or
 
recessed
meeting (including
 
an adjournment
 
taken to
 
address a
 
technical failure
 
to convene
 
or continue
 
a meeting
using remote
 
communication) if
 
the time
 
and place,
 
if any,
 
thereof, and
 
the means
 
of remote
 
communication,
if any, by
 
which stockholders and
 
proxy holders may
 
be deemed to
 
be present in
 
person or represented
 
by
proxy
 
and
 
vote
 
at
 
such
 
adjourned
 
or
 
recessed
 
meeting,
 
are
 
(a) announced
 
at
 
the
 
meeting
 
at
 
which
 
the
adjournment
 
or
 
recess
 
is
 
taken,
 
(b) displayed
 
during
 
the
 
time
 
scheduled
 
for
 
the
 
meeting,
 
on
 
the
 
same
electronic network used to enable stockholders and proxy holders to participate in the meeting by means of
remote communication or (c) set forth in
 
the notice of meeting given in accordance
 
with these Bylaws.
 
At
the
 
adjourned
 
or
 
recessed
 
meeting,
 
the
 
Corporation
 
may
 
transact
 
any
 
business
 
that
 
might
 
have
 
been
transacted
 
at the
 
original
 
meeting.
 
If
 
the
 
adjournment
 
is
 
for
 
more
 
than
 
30 days,
 
notice
 
of
 
the
 
adjourned
meeting
 
in
 
accordance
 
with
 
the
 
requirements
 
of
 
Section 1.4
 
of
 
these
 
Bylaws
 
shall
 
be
 
given
 
to
 
each
stockholder
 
of
 
record
 
entitled
 
to
 
vote
 
at
 
the
 
meeting.
 
If,
 
after
 
the
 
adjournment,
 
a
 
new
 
record
 
date
 
for
determination of stockholders entitled to vote
 
is fixed for the adjourned meeting,
 
the Board shall fix as the
record date for determining stockholders entitled
 
to notice of such adjourned meeting
 
the same or an earlier
date as that fixed for determination of stockholders entitled to vote
 
at the adjourned meeting and shall give
notice of
 
the adjourned
 
meeting to
 
each stockholder
 
of record
 
as of
 
the record
 
date so
 
fixed for
 
notice of
such adjourned meeting.
Section 1.6.
Quorum.
 
Unless
 
otherwise
 
required
 
by
 
applicable
 
law
 
or
 
the
 
Certificate
 
of
Incorporation, the
 
holders of
 
a majority
 
of the
 
voting power
 
of the
 
Corporation’s capital
 
stock issued
 
and
outstanding and
 
entitled to
 
vote thereat,
 
present in
 
person, present
 
by means
 
of remote
 
communication, if
any, or represented by proxy, shall
 
constitute a quorum at a
 
meeting of stockholders.
 
Where a separate vote
by a class
 
or classes or
 
series is required,
 
a majority of
 
the voting power
 
of the shares
 
of such class
 
or classes
or series present
 
in person, present
 
by means of
 
remote communication, if
 
any, or represented
 
by proxy shall
constitute a
 
quorum entitled
 
to take
 
action with
 
respect to
 
such vote.
 
If a
 
quorum shall
 
not be
 
present or
represented at
 
any meeting
 
of stockholders,
 
either the
 
chairperson of
 
the meeting
 
or the
 
stockholders entitled
to vote
 
thereat, present
 
in person
 
or represented
 
by proxy,
 
shall have
 
power to
 
adjourn the
 
meeting from
time
 
to
 
time,
 
in
 
the
 
manner
 
provided
 
in
 
Section 1.5
 
of
 
these
 
Bylaws,
 
until
 
a
 
quorum
 
shall
 
be
 
present
 
or
represented.
 
A quorum, once established,
 
shall not
 
be broken by
 
the withdrawal
 
of enough votes
 
to leave
less than a quorum.
Section 1.7.
 
Voting
 
.
(a)
General.
 
Except as
 
provided in
 
the Certificate
 
of Incorporation,
 
every stockholder
having
 
the
 
right
 
to
 
vote
 
shall
 
have
 
one
 
vote
 
for
 
each
 
share
 
of
 
stock
 
having
 
voting
power registered in such stockholder’s name on
 
the books of the Corporation.
 
Such
votes may be cast in
 
person, by means of remote
 
communication (if any) or by
 
proxy
as
 
provided
 
in
 
Section 1.10
 
of
 
these
 
Bylaws.
 
The
 
Board,
 
in
 
its
 
discretion,
 
or
 
the
person
 
presiding
 
at
 
a
 
meeting
 
of
 
stockholders,
 
in
 
such
 
person’s
 
discretion,
 
may
require that any votes cast at such meeting shall be cast by written ballot.
(b)
Matters Other
 
Than Election
 
of Directors.
 
Any matter
 
brought before
 
any meeting
of
 
stockholders
 
of
 
the
 
Corporation,
 
other
 
than
 
the
 
election
 
of
 
directors,
 
shall
 
be
 
 
 
 
 
 
 
 
decided by
 
the affirmative
 
vote of
 
the holders
 
of a
 
majority of
 
the voting
 
power of
the
 
Corporation’s
 
capital
 
stock
 
present
 
in
 
person,
 
present
 
by
 
means
 
of
 
remote
communication, if any, or
 
represented by proxy at
 
the meeting and entitled
 
to vote on
such matter, voting as a single class, unless the matter is one upon which, by
 
express
provision
 
of
 
law,
 
the
 
Certificate
 
of
 
Incorporation,
 
these
 
Bylaws
 
or
 
the
 
rules
 
or
regulations of
 
any stock
 
exchange applicable
 
to the
 
Corporation, a
 
different vote
 
is
required, in which case such express provision shall
 
govern and control the decision
of such matter.
(c)
Election of Directors.
 
Subject to the
 
rights of the
 
holders of any
 
series of preferred
stock
 
to
 
elect
 
directors
 
under
 
specified
 
circumstances,
 
election
 
of
 
directors
 
at
 
all
meetings of
 
the stockholders
 
at which
 
directors are
 
to be
 
elected shall
 
be by
 
a plurality
of
 
the
 
votes cast
 
at any
 
meeting
 
for
 
the
 
election
 
of
 
directors
 
at
 
which
 
a
 
quorum
 
is
present.
Section 1.8.
Voting of
 
Stock of
 
Certain Holders.
 
Shares of
 
stock of
 
the Corporation
 
standing in
the name
 
of another
 
corporation or
 
entity, domestic
 
or foreign,
 
and entitled
 
to vote
 
may be
 
voted by
 
such
officer, agent
 
or proxy
 
as the
 
bylaws or
 
other internal
 
regulations of
 
such corporation or
 
entity may
 
prescribe
or, in
 
the absence
 
of such
 
provision, as
 
the board
 
of directors
 
or comparable
 
body of
 
such corporation
 
or
entity
 
may
 
determine.
 
Shares
 
of
 
stock
 
of
 
the
 
Corporation
 
standing
 
in
 
the
 
name
 
of
 
a
 
deceased
 
person,
 
a
minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be
voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may
be, either in person or by proxy, without transfer
 
of such shares into the name of the official
 
or other person
so voting.
 
A stockholder
 
whose shares of stock of
 
the Corporation are pledged
 
shall be entitled to
 
vote such
shares,
 
unless
 
on
 
the
 
transfer
 
records
 
of
 
the
 
Corporation
 
such
 
stockholder
 
has
 
expressly
 
empowered
 
the
pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.
Section 1.9.
Treasury Stock.
 
Shares of stock of the Corporation belonging to the Corporation, or
to another corporation a majority of the shares entitled to vote in the election of directors of which are held
by the
 
Corporation, shall
 
not be
 
voted at
 
any meeting
 
of stockholders
 
of the
 
Corporation and
 
shall not
 
be
counted
 
in
 
the
 
total
 
number
 
of
 
outstanding
 
shares
 
for
 
the
 
purpose
 
of
 
determining
 
whether
 
a
 
quorum
 
is
present.
 
Nothing in
 
this Section 1.9
 
shall limit
 
the right
 
of the
 
Corporation to
 
vote shares
 
of stock
 
of the
Corporation held by it in a fiduciary capacity.
Section 1.10.
Proxies.
 
Each
 
stockholder
 
entitled
 
to
 
vote
 
at
 
a
 
meeting
 
of
 
stockholders
 
of
 
the
Corporation may
 
authorize another
 
person or
 
persons to
 
act for
 
such stockholder
 
by proxy
 
filed with
 
the
secretary of the Corporation (the “Secretary”) before or at the time of the meeting.
 
No such proxy shall be
voted or acted upon after three years from its date, unless the proxy expressly provides for
 
a longer period.
 
A duly executed proxy shall be
 
irrevocable if it states
 
that it is irrevocable
 
and if, and only
 
as long as, it
 
is
coupled with an interest sufficient in law to support an irrevocable power.
Section 1.11.
No
 
Consent
 
of
 
Stockholders
 
in
 
Lieu
 
of
 
Meeting.
 
Except
 
as
 
otherwise
 
expressly
provided by
 
the terms
 
of any
 
series of
 
preferred stock
 
permitting the
 
holders of
 
such series
 
of preferred
 
stock
to act by
 
written consent,
 
any action required
 
or permitted
 
to be
 
taken by the
 
stockholders of the
 
Corporation
must
 
be
 
effected
 
at
 
a
 
duly
 
called
 
annual
 
or
 
special
 
meeting
 
of
 
stockholders
 
of
 
the
 
Corporation,
 
and,
 
as
specified
 
by
 
the
 
Certificate
 
of
 
Incorporation,
 
the
 
ability
 
of
 
the
 
stockholders
 
to
 
consent
 
in
 
writing
 
to
 
the
taking of any action is specifically denied.
Section 1.12.
List of Stockholders Entitled to Vote.
 
The officer of the Corporation who has charge
of the stock ledger of the Corporation
 
shall prepare and make or have
 
prepared and made, at least ten days
before every meeting of stockholders of the
 
Corporation, a complete list of the stockholders
 
entitled to vote
 
 
 
 
 
 
at the meeting
 
(provided, however, that
 
if the record
 
date for determining
 
the stockholders entitled
 
to vote
is less than ten days
 
before the meeting date, the
 
list shall reflect the stockholders
 
entitled to vote as of the
tenth
 
day
 
before
 
the
 
meeting
 
date),
 
arranged
 
in
 
alphabetical
 
order,
 
and
 
showing
 
the
 
address
 
of
 
each
stockholder
 
and
 
the
 
number
 
of
 
shares
 
registered
 
in
 
the
 
name
 
of
 
each
 
stockholder.
 
Nothing
 
in
 
this
Section 1.12 shall
 
require the
 
Corporation to
 
include electronic
 
mail addresses
 
or other
 
electronic contact
information
 
on
 
such
 
list.
 
Such
 
list
 
shall
 
be
 
open to
 
the
 
examination
 
of any
 
stockholder
 
for
 
any
 
purpose
germane to the meeting for a period of at least ten days ending
 
on the day before the meeting date:
 
(a) on a
reasonably accessible electronic network, provided that
 
the information required to gain access to
 
such list
is provided
 
with the
 
notice of
 
the meeting,
 
or (b) during
 
ordinary business hours,
 
at the
 
principal place
 
of
business of the
 
Corporation.
 
In the event
 
that the Corporation
 
determines to make
 
the list available
 
on an
electronic network, the Corporation
 
may take reasonable steps
 
to ensure that such
 
information is available
only to stockholders of the Corporation.
Section 1.13.
Record Date.
 
In order that the Corporation
 
may determine the stockholders entitled
to notice of any meeting of stockholders of the Corporation or any adjournment thereof, the
 
Board may fix
a record date, which record date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board, and which record
 
date shall not be more than 60 days
 
nor less than ten days before
the date of
 
such meeting.
 
If the Board
 
so fixes a
 
date, such date
 
shall also be
 
the record date
 
for determining
the stockholders entitled
 
to vote at
 
such meeting unless
 
the Board determines,
 
at the time
 
it fixes such
 
record
date, that a later date
 
on or before the date
 
of the meeting shall be
 
the date for making such
 
determination.
 
If no record date is fixed by the Board, the record date for determining stockholders entitled to
 
notice of or
to vote at
 
a meeting of
 
stockholders shall be
 
at the close
 
of business on
 
the day next
 
preceding the day
 
on
which notice is given, or,
 
if notice is waived, at
 
the close of business on
 
the day next preceding the
 
day on
which the
 
meeting is
 
held.
 
A determination of
 
stockholders of
 
record entitled
 
to notice
 
of or
 
to vote
 
at a
meeting of stockholders shall apply to any adjournment
 
of the meeting, but the Board may fix
 
a new record
date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also
fix as
 
the record
 
date for
 
stockholders entitled
 
to notice
 
of such
 
adjourned meeting
 
the same
 
or an
 
earlier
date
 
as
 
that
 
fixed
 
for
 
determination
 
of
 
stockholders
 
entitled
 
to
 
vote
 
in
 
accordance
 
with
 
the
 
foregoing
provisions of this Section 1.13 at the adjourned meeting.
Section 1.14.
Organization and Conduct of Meetings.
 
The Board Chair shall act as chairperson of
meetings
 
of
 
stockholders
 
of
 
the
 
Corporation.
 
The
 
Board
 
may
 
designate
 
any
 
director
 
or
 
officer
 
of
 
the
Corporation to act as
 
chairperson of any meeting
 
in the absence of
 
the Board Chair, and
 
only the Board may
further provide for determining who shall act as chairperson
 
of any meeting of stockholders in the absence
of
 
the
 
Board
 
Chair
 
and
 
such
 
designee.
 
The
 
Board
 
may
 
adopt
 
by
 
resolution
 
such
 
rules,
 
regulations
 
and
procedures for the
 
conduct of any
 
meeting of stockholders
 
as it shall
 
deem appropriate.
 
Except to the
 
extent
inconsistent with
 
such rules,
 
regulations and
 
procedures as
 
adopted by
 
the Board,
 
the chairperson
 
of any
meeting of stockholders
 
shall have
 
the right and
 
authority to convene
 
and (for any
 
or no reason)
 
to recess
or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment
 
of
 
such
 
chairperson,
 
are
 
necessary,
 
appropriate
 
or
 
convenient
 
for
 
the
 
proper
 
conduct
 
of
 
the
meeting.
 
Such
 
rules,
 
regulations
 
or
 
procedures,
 
whether
 
adopted
 
by
 
the
 
Board
 
or
 
prescribed
 
by
 
the
chairperson
 
of
 
the
 
meeting,
 
may
 
include
 
the
 
following:
 
(a) the
 
establishment
 
of
 
an
 
agenda
 
or
 
order
 
of
business for the meeting; (b) the determination of when the
 
polls shall open and close for any given matter
to be voted on
 
at the meeting; (c) rules,
 
regulations and procedures for
 
maintaining order at the
 
meeting and
the safety
 
of those
 
present; (d) limitations
 
on attendance
 
at or
 
participation in
 
the meeting
 
to stockholders
of record of
 
the Corporation, their
 
duly authorized proxies
 
or such other
 
persons as the
 
chairperson of the
meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement
of the meeting; (f) limitations on the time allotted to questions or comments by participants; (g) removal of
any
 
stockholder
 
or
 
any
 
other
 
individual
 
who
 
refuses
 
to
 
comply
 
with
 
meeting
 
rules,
 
regulations
 
or
procedures;
 
(h) the
 
conclusion, recess
 
or
 
adjournment
 
of the
 
meeting,
 
regardless of
 
whether a
 
quorum
 
is
present, to a
 
later date and
 
time and at
 
a place, if any,
 
announced at the meeting;
 
(i) restrictions on the
 
use
 
 
 
 
 
 
 
 
 
of
 
audio
 
and
 
video
 
recording
 
devices,
 
cell
 
phones
 
and
 
other
 
electronic
 
devices;
 
(j) rules,
 
regulations
 
or
procedures
 
for
 
compliance
 
with
 
any
 
state
 
or
 
local
 
laws
 
or
 
regulations
 
including
 
those
 
concerning
 
safety,
health and
 
security; (k) procedures
 
(if any)
 
requiring attendees
 
to provide
 
the Corporation
 
advance notice
of
 
their
 
intent
 
to
 
attend
 
the
 
meeting;
 
and
 
(l) any
 
rules,
 
regulations
 
or
 
procedures
 
as
 
the
 
chairperson
 
may
deem
 
appropriate
 
regarding
 
the
 
participation
 
by
 
means
 
of
 
remote
 
communication
 
of
 
stockholders
 
and
proxyholders not physically present
 
at a meeting, whether
 
such meeting is to
 
be held at a
 
designated place
or solely
 
by means
 
of remote
 
communication.
 
The Board
 
or the
 
chairperson of
 
a stockholder
 
meeting, in
addition to making any other determinations that may be appropriate regarding the conduct of the meeting,
shall determine
 
and declare
 
to the
 
meeting that
 
a matter
 
of business
 
was not
 
properly brought
 
before the
meeting, and, if the chairperson (or the Board) should so determine, the chairperson (or the Board) shall so
declare to the meeting and any
 
such matter of business not properly brought
 
before the meeting shall not be
transacted
 
or
 
considered.
 
Except
 
to
 
the
 
extent
 
determined
 
by
 
the
 
Board
 
or
 
the
 
person
 
presiding
 
at
 
the
meeting,
 
meetings
 
of
 
stockholders
 
shall
 
not
 
be
 
required
 
to
 
be
 
held
 
in
 
accordance
 
with
 
the
 
rules
 
of
parliamentary procedure.
Section 1.15.
Inspectors of
 
Election.
 
In advance
 
of any
 
meeting of
 
stockholders of
 
the Corporation,
the
 
Board
 
Chair,
 
the
 
Chief
 
Executive
 
Officer
 
or
 
the
 
Board,
 
by
 
resolution,
 
shall
 
appoint
 
one
 
or
 
more
inspectors
 
to
 
act
 
at
 
the
 
meeting
 
and
 
make
 
a
 
written
 
report
 
thereof.
 
One
 
or
 
more
 
other
 
persons
 
may
 
be
designated as
 
alternate inspectors
 
to replace
 
any inspector
 
who fails
 
to act.
 
If no
 
inspector or
 
alternate is
able to act at a
 
meeting of stockholders, the chairperson
 
of the meeting shall appoint
 
one or more inspectors
to act at
 
the meeting.
 
Unless otherwise required by
 
applicable law, inspectors may
 
be officers, employees
or agents of the Corporation.
 
Each inspector, before entering upon the discharge of the duties of inspector,
shall take and sign an
 
oath faithfully to execute the
 
duties of inspector with strict
 
impartiality and according
to the best of
 
such inspector’s ability.
 
The inspector shall have
 
the duties prescribed by
 
law and shall take
charge of the polls
 
and, when the vote
 
is completed, shall make
 
a certificate of the
 
result of the vote
 
taken
and of such other facts as may be required by applicable law.
Section 1.16.
 
Notice of Stockholder Proposals and Director Nominations.
(a)
Annual Meetings of Stockholders.
 
Nominations of persons for election to the Board
and
 
the
 
proposal
 
of
 
business
 
other
 
than
 
nominations
 
to
 
be
 
considered
 
by
 
the
stockholders may be made
 
at an annual meeting
 
of stockholders only:
 
(i) pursuant to
the Corporation’s notice of meeting (or any supplement thereto) with respect to such
annual
 
meeting
 
given by
 
or
 
at
 
the
 
direction
 
of
 
the
 
Board
 
(or
 
any
 
duly
 
authorized
committee thereof), (ii) as
 
otherwise properly brought
 
before such annual
 
meeting by
or at the direction of the Board (or
 
any duly authorized committee thereof) or (iii) by
any stockholder of the Corporation who (A) is
 
a stockholder of record at the time
 
of
the
 
giving
 
of
 
the
 
notice
 
provided
 
for
 
in
 
this
 
Section 1.16
 
through
 
the
 
date
 
of
 
such
annual meeting, (B) is entitled to vote at such annual meeting and (C) complies with
the
 
notice
 
procedures
 
set
 
forth
 
in
 
this
 
Section 1.16.
 
For
 
the
 
avoidance
 
of
 
doubt,
compliance
 
with
 
the
 
foregoing
 
clause (iii)
 
shall
 
be
 
the
 
exclusive
 
means
 
for
 
a
stockholder
 
to
 
make
 
nominations,
 
or
 
to
 
propose
 
any
 
other
 
business
 
(other
 
than
 
a
proposal included in
 
the Corporation’s
 
proxy materials pursuant
 
to and in
 
compliance
with Rule 14a-8
 
under the
 
Securities Exchange Act
 
of 1934,
 
as amended
 
(such act,
and
 
the
 
rules
 
and
 
regulations
 
promulgated
 
thereunder,
 
the
 
“Exchange Act”)),
 
at
 
an
annual meeting of stockholders.
(b)
Timing
 
of
 
Notice
 
for
 
Annual
 
Meetings.
 
In
 
addition
 
to
 
any
 
other
 
applicable
requirements,
 
for
 
nominations
 
or
 
other
 
business
 
to
 
be
 
properly
 
brought
 
before
 
an
annual
 
meeting
 
by
 
a
 
stockholder
 
pursuant
 
to
 
Section 1.16(a)(iii)
 
above,
 
the
stockholder
 
must
 
have
 
given
 
timely
 
notice
 
thereof
 
in
 
proper
 
written
 
form
 
to
 
the
 
 
 
 
 
 
 
Secretary, and, in the case of business
 
other than nominations, such business must be
a proper matter for
 
stockholder action.
 
To be timely, such
 
notice must be received
 
by
the Secretary
 
at the
 
principal executive
 
offices of
 
the Corporation
 
not later
 
than the
Close
 
of
 
Business
 
on
 
the
 
90th day,
 
or
 
earlier
 
than
 
the
 
120th day,
 
prior
 
to
 
the
 
first
anniversary
 
of
 
the
 
date
 
of
 
the
 
preceding
 
year’s
 
annual
 
meeting
 
of
 
stockholders;
provided, however, that
 
if the date
 
of the annual
 
meeting of stockholders
 
is more than
30 days prior
 
to, or
 
more than
 
60 days after,
 
the first
 
anniversary of
 
the date
 
of the
preceding year’s
 
annual meeting
 
or if
 
no annual
 
meeting was
 
held in
 
the preceding
year,
 
to
 
be
 
timely,
 
a
 
stockholder’s
 
notice
 
must
 
be
 
so
 
received
 
not
 
earlier
 
than
 
the
120th day prior
 
to such
 
annual meeting
 
and not
 
later than
 
the Close
 
of Business
 
on
the
 
later
 
of
 
(i) the
 
90th day
 
prior
 
to
 
such
 
annual
 
meeting
 
and
 
(ii) the
 
tenth
 
day
following the
 
day on
 
which Public
 
Disclosure (as
 
defined below)
 
of the
 
date of
 
the
meeting is first made by the
 
Corporation.
 
In no event shall the adjournment, recess,
postponement,
 
judicial
 
stay
 
or
 
rescheduling
 
of
 
an
 
annual
 
meeting
 
(or
 
the
 
Public
Disclosure thereof) commence a new time period (or extend any time period) for the
giving of notice as described above.
(c)
Form of Notice.
 
To be in
 
proper written form,
 
the notice of
 
any stockholder of
 
record
giving notice under this Section 1.16 (each, a “Noticing Party”) must set forth:
(i)
as to
 
each person
 
whom such
 
Noticing Party
 
proposes to
 
nominate for
 
election
or reelection as a director (each, a “Proposed Nominee”), if any:
(A)
the
 
name,
 
age,
 
business
 
address
 
and
 
residential
 
address
 
of
 
such
Proposed Nominee;
(B)
the principal occupation and
 
employment of such Proposed
 
Nominee;
(C)
a
 
written
 
questionnaire
 
with
 
respect
 
to
 
the
 
background
 
and
qualifications
 
of
 
such
 
Proposed
 
Nominee,
 
completed
 
by
 
such
Proposed
 
Nominee
 
in
 
the
 
form
 
required
 
by
 
the
 
Corporation
 
(in
 
the
form
 
to
 
be
 
provided
 
by
 
the
 
Secretary
 
upon
 
written
 
request
 
of
 
any
stockholder of record within ten days after receiving such request);
(D)
a written
 
representation and
 
agreement completed
 
by such
 
Proposed
Nominee in
 
the form
 
required by
 
the Corporation
 
(in the
 
form to
 
be
provided by the Secretary upon
 
written request of any stockholder
 
of
record
 
within
 
ten
 
days
 
after
 
receiving
 
such
 
request)
 
providing
 
that
such Proposed Nominee:
 
(I) is not and will
 
not become a party
 
to any
agreement, arrangement or understanding with,
 
and has not given any
commitment
 
or
 
assurance
 
to,
 
any
 
person
 
or
 
entity
 
as
 
to
 
how
 
such
Proposed Nominee, if
 
elected as a
 
director of the
 
Corporation, will act
or vote on
 
any issue
 
or question
 
(a “Voting Commitment”)
 
that has not
been
 
disclosed
 
to
 
the
 
Corporation
 
or
 
any
 
Voting
 
Commitment
 
that
could
 
limit
 
or
 
interfere
 
with
 
such
 
Proposed
 
Nominee’s
 
ability
 
to
comply, if
 
elected as
 
a director
 
of the
 
Corporation, with
 
such Proposed
Nominee’s fiduciary
 
duties under
 
applicable law;
 
(II) is not
 
and will
not become
 
a party
 
to any
 
agreement, arrangement
 
or understanding
with any
 
person or
 
entity other
 
than the
 
Corporation with
 
respect to
any
 
direct
 
or
 
indirect
 
compensation,
 
reimbursement
 
or
indemnification in
 
connection with
 
service or
 
action as
 
a director
 
or
nominee with
 
respect to
 
the Corporation
 
that has
 
not been
 
disclosed
to
 
the
 
Corporation;
 
(III) will,
 
if
 
elected
 
as
 
a
 
director
 
of
 
the
Corporation,
 
comply
 
with
 
all
 
applicable
 
rules
 
of
 
any
 
securities
exchanges
 
upon
 
which
 
the
 
Corporation’s
 
securities
 
are
 
listed,
 
the
Certificate
 
of
 
Incorporation,
 
these
 
Bylaws,
 
all
 
applicable
 
publicly
disclosed
 
corporate
 
governance,
 
ethics,
 
conflict
 
of
 
interest,
confidentiality,
 
stock
 
ownership
 
and
 
trading
 
policies
 
and
 
all
 
other
guidelines
 
and
 
policies
 
of
 
the
 
Corporation
 
generally
 
applicable
 
to
directors (which other
 
guidelines and
 
policies will be
 
provided to such
Proposed
 
Nominee
 
within
 
five
 
business
 
days
 
after
 
the
 
Secretary
receives any
 
written request
 
therefor from
 
such Proposed
 
Nominee),
and
 
all
 
applicable
 
fiduciary
 
duties
 
under
 
state
 
law;
 
(IV) consents
 
to
being named
 
as a
 
nominee in
 
the Corporation’s
 
proxy statement
 
and
form of proxy for the
 
meeting and consents to the
 
public disclosure of
information regarding or
 
relating to such
 
Proposed Nominee provided
to the Corporation
 
by such Proposed
 
Nominee or otherwise
 
pursuant
to these
 
Bylaws; (V) intends
 
to serve
 
a full
 
term as
 
a director
 
of the
Corporation,
 
if
 
elected;
 
and
 
(VI) will
 
provide
 
facts,
 
statements
 
and
other information in all communications with the
 
Corporation and its
stockholders that are
 
or will be
 
true and correct
 
in all material
 
respects
and that
 
do not and
 
will not omit
 
to state
 
any fact necessary
 
in order
to
 
make
 
the
 
statements
 
made,
 
in
 
light
 
of
 
the
 
circumstances
 
under
which they are made, not misleading in any material respect;
(E)
a description
 
of all
 
direct and
 
indirect compensation
 
and other
 
material
monetary
 
agreements,
 
arrangements
 
or
 
understandings,
 
written
 
or
oral, during the past three years, and any other material relationships,
between or among such Proposed Nominee, on the one
 
hand, and any
Noticing
 
Party
 
or
 
any
 
Stockholder
 
Associated
 
Person
 
(as
 
defined
below) (other
 
than such
 
Proposed Nominee),
 
on the
 
other hand,
 
or that
such
 
Proposed
 
Nominee
 
knows
 
any
 
of
 
such
 
Proposed
 
Nominee’s
Associates
 
(as
 
defined
 
below)
 
has
 
with
 
any
 
Noticing
 
Party
 
or
 
any
Stockholder Associated Person,
 
including all
 
information that
 
would
be required
 
to be
 
disclosed pursuant
 
to Item 404
 
promulgated under
Regulation S-K
 
as
 
if
 
such
 
Noticing
 
Party
 
and
 
any
 
Stockholder
Associated
 
Person
 
(other
 
than
 
the
 
Proposed
 
Nominee)
 
were
 
the
“registrant” for purposes
 
of such rule
 
and the Proposed
 
Nominee were
a director or executive officer of such registrant;
(F)
a
 
description
 
of
 
any
 
business
 
or
 
personal
 
interests
 
that
 
would
reasonably be expected
 
to place such
 
Proposed Nominee in
 
a potential
conflict of interest with the Corporation or any of its subsidiaries;
(G)
the
 
date(s)
 
of
 
first
 
contact
 
between
 
the
 
Noticing
 
Party
 
or
 
any
Stockholder Associated
 
Person,
 
on
 
the
 
one
 
hand,
 
and
 
the
 
Proposed
Nominee,
 
on
 
the
 
other
 
hand,
 
with
 
respect
 
to
 
any
 
proposed
nomination(s) of any person(s) (including the Proposed Nominee) for
election as a director of the Corporation; and
(H)
all
 
other
 
information
 
relating
 
to
 
such
 
Proposed
 
Nominee
 
or
 
such
Proposed Nominee’s
 
Associates that
 
would be
 
required to
 
be disclosed
in a proxy statement
 
in connection with the
 
solicitation of proxies by
such
 
Noticing
 
Party
 
or
 
any
 
Stockholder
 
Associated
 
Person
 
for
 
the
election
 
of
 
directors
 
in
 
a
 
contested
 
election
 
pursuant
 
to
 
the
 
Proxy
Rules (as defined below);
(ii)
as to any other business that such Noticing
 
Party proposes to bring before the
meeting:
(A)
a description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting;
(B)
the text of
 
the proposal or
 
business (including the
 
complete text of
 
any
resolutions
 
proposed
 
for
 
consideration
 
and,
 
in
 
the
 
event
 
that
 
such
business includes a
 
proposal to amend
 
the Certificate of
 
Incorporation
or these Bylaws, the text of the proposed amendment); and
(C)
all other information relating to such
 
business that would be required
to be disclosed
 
in a proxy
 
statement in connection
 
with the solicitation
of
 
proxies
 
by
 
such
 
Noticing
 
Party
 
or
 
any
 
Stockholder
 
Associated
Person
 
in
 
support
 
of
 
such
 
proposed
 
business
 
pursuant
 
to
 
the
 
Proxy
Rules; and
(iii)
as to such Noticing Party and each Stockholder Associated Person:
(A)
the
 
name
 
and
 
address
 
of
 
such
 
Noticing
 
Party
 
and
 
each
 
Stockholder
Associated
 
Person
 
(including,
 
as
 
applicable,
 
as
 
they
 
appear
 
on
 
the
Corporation’s books and records);
(B)
the class, series and number
 
of shares of each class
 
or series of capital
stock (if any) of
 
the Corporation that are,
 
directly or indirectly, owned
beneficially or
 
of record
 
(specifying the
 
type of
 
ownership) by
 
such
Noticing Party
 
or any
 
Stockholder Associated Person
 
(including any
right to
 
acquire beneficial
 
ownership at
 
any time
 
in the
 
future, whether
such right is exercisable
 
immediately or only after
 
the passage of time
or the fulfillment of
 
a condition) and the date
 
or dates on which
 
such
shares were acquired;
(C)
the name of each
 
nominee holder for,
 
and number of, any
 
securities of
the Corporation
 
owned beneficially
 
but not
 
of record
 
by such
 
Noticing
Party or
 
any Stockholder Associated
 
Person and
 
any pledge
 
by such
Noticing Party
 
or any Stockholder Associated
 
Person with respect
 
to
any of such securities;
(D)
(I) a
 
description
 
of
 
all
 
agreements,
 
arrangements
 
or
 
understandings,
written
 
or
 
oral,
 
(including
 
any
 
derivative
 
or
 
short
 
positions,
 
profit
interests,
 
hedging
 
transactions,
 
forwards,
 
futures,
 
swaps,
 
options,
warrants,
 
convertible
 
securities, stock
 
appreciation
 
or
 
similar rights,
repurchase
 
agreements
 
or
 
arrangements,
 
borrowed
 
or
 
loaned
 
shares
and
 
so-called
 
“stock
 
borrowing”
 
agreements
 
or
 
arrangements)
 
that
have been entered into by, or on behalf of, such Noticing Party or
 
any
Stockholder
 
Associated
 
Person,
 
the
 
effect
 
or
 
intent
 
of
 
which
 
is
 
to
mitigate loss, manage risk or benefit from changes in the price of any
 
securities
 
of
 
the
 
Corporation,
 
or
 
maintain,
 
increase
 
or
 
decrease
 
the
voting
 
power of
 
such Noticing
 
Party or
 
any
 
Stockholder Associated
Person
 
with
 
respect
 
to
 
securities
 
of
 
the
 
Corporation,
 
whether
 
or
 
not
such instrument
 
or right
 
shall be
 
subject to
 
settlement in
 
underlying
shares
 
of
 
capital
 
stock
 
of
 
the
 
Corporation
 
(any
 
of
 
the
 
foregoing,
 
a
“Derivative
 
Instrument”)
 
and
 
(II) all
 
other
 
information
 
relating
 
to
Derivative
 
Instruments
 
that
 
would
 
be
 
required
 
to
 
be
 
disclosed
 
in
 
a
proxy statement in connection with the solicitation
 
of proxies by such
Noticing Party or
 
any Stockholder
 
Associated Person in
 
support of the
business proposed
 
by such
 
Noticing Party,
 
if any,
 
or for
 
the election
of any
 
Proposed Nominee
 
in a
 
contested election
 
pursuant to
 
the Proxy
Rules
 
if
 
the
 
creation,
 
termination
 
or
 
modification
 
of
 
Derivative
Instruments were
 
treated the
 
same as
 
trading in
 
the securities
 
of the
Corporation under the Proxy Rules;
(E)
any
 
substantial
 
interest,
 
direct
 
or
 
indirect
 
(including
 
any
 
existing
 
or
prospective commercial, business or contractual relationship with the
Corporation),
 
of
 
such
 
Noticing
 
Party
 
or,
 
to
 
the
 
knowledge
 
of
 
such
Noticing
 
Party
 
(or
 
the
 
beneficial
 
owner(s)
 
on
 
whose
 
behalf
 
such
Noticing
 
Party
 
is
 
submitting
 
a
 
notice
 
to
 
the
 
Corporation),
 
any
Stockholder Associated Person in the Corporation or any
 
Affiliate (as
defined below)
 
thereof or
 
in the
 
proposed business
 
or nomination(s)
to be
 
brought before
 
the meeting
 
by such
 
Noticing Party,
 
other than
an interest arising
 
from the ownership
 
of Corporation securities
 
where
such Noticing
 
Party or
 
such Stockholder Associated
 
Person receives
no extra or
 
special benefit not
 
shared on a
pro rata
 
basis by all
 
other
holders of the same class or series;
(F)
a
 
description
 
of
 
all
 
agreements,
 
arrangements
 
or
 
understandings,
written
 
or
 
oral,
 
(I) between
 
or
 
among
 
such
 
Noticing
 
Party
 
and
 
any
Stockholder
 
Associated
 
Person
 
or
 
(II) between
 
or
 
among
 
such
Noticing
 
Party
 
or,
 
to
 
the
 
knowledge
 
of
 
such
 
Noticing
 
Party
 
(or
 
the
beneficial owner(s)
 
on whose
 
behalf such
 
Noticing Party
 
is submitting
a notice
 
to the
 
Corporation), any
 
Stockholder Associated Person and
any other person
 
or entity
 
(naming each such
 
person or
 
entity), in each
case,
 
relating
 
to
 
acquiring,
 
holding,
 
voting
 
or
 
disposing
 
of
 
any
securities
 
of
 
the
 
Corporation,
 
including
 
any
 
proxy
 
(other
 
than
 
any
revocable proxy given in
 
response to a solicitation
 
made pursuant to,
and
 
in
 
accordance
 
with,
 
the
 
Proxy
 
Rules
 
by
 
way
 
of
 
a
 
solicitation
statement filed on Schedule 14A);
(G)
any
 
rights
 
to
 
dividends
 
on
 
the
 
shares
 
of
 
the
 
Corporation
 
owned
beneficially
 
by
 
such
 
Noticing
 
Party
 
or
 
any
 
Stockholder Associated
Person that
 
are separated
 
or separable
 
from the
 
underlying shares
 
of
the Corporation;
(H)
any proportionate
 
interest in
 
shares of
 
the Corporation
 
or Derivative
Instruments
 
held,
 
directly
 
or
 
indirectly,
 
by
 
a
 
general
 
or
 
limited
partnership, limited liability company or
 
similar entity in which
 
such
Noticing Party
 
or any
 
Stockholder Associated Person
 
(I) is a
 
general
partner
 
or,
 
directly
 
or
 
indirectly,
 
beneficially
 
owns
 
an
 
interest
 
in
 
a
 
 
 
general
 
partner
 
of
 
such
 
general
 
or
 
limited
 
partnership
 
or
 
(II) is
 
the
manager,
 
managing
 
member
 
or,
 
directly
 
or
 
indirectly,
 
beneficially
owns an interest in the manager or managing member of such limited
liability company or similar entity;
(I)
any
 
Derivative
 
Instruments
 
in
 
or
 
beneficial
 
ownership
 
of
 
any
securities of
 
(in each
 
case, with
 
a market
 
value of
 
more than
 
$100,000)
any
 
competitor
 
of
 
the
 
Corporation
 
identified
 
in
 
Part I,
 
Item 1
 
of
 
the
annual report on
 
Form 10-K or amendment
 
thereto most recently
 
filed
by the Corporation with
 
the Securities and Exchange
 
Commission or
in
 
Item 8.01
 
of
 
any
 
current
 
report
 
on
 
Form
 
8-K
 
filed
 
by
 
the
Corporation with the Securities and Exchange Commission thereafter
but prior to
 
the tenth day
 
before the deadline
 
for a
 
stockholder’s notice
under this Section 1.16 (each, a “Principal Competitor”) held by such
Noticing Party or any Stockholder Associated Person;
(J)
any direct or indirect interest
 
(other than solely as a result
 
of security
ownership)
 
of
 
such
 
Noticing
 
Party
 
or
 
any
 
Stockholder
 
Associated
Person
 
in
 
any
 
agreement
 
with
 
the
 
Corporation,
 
any Affiliate
 
of
 
the
Corporation or any Principal
 
Competitor (including any employment
agreement, collective bargaining
 
agreement or consulting
 
agreement);
(K)
a
 
representation
 
that
 
(I) neither
 
such
 
Noticing
 
Party
 
nor
 
any
Stockholder
 
Associated
 
Person
 
has
 
breached
 
any
 
agreement,
arrangement
 
or
 
understanding
 
with
 
the
 
Corporation
 
except
 
as
disclosed
 
to
 
the
 
Corporation
 
pursuant
 
hereto
 
and
 
(II) such
 
Noticing
Party and each Stockholder
 
Associated Person has complied, and will
comply,
 
with
 
all
 
applicable
 
requirements
 
of
 
state
 
law
 
and
 
the
Exchange Act
 
with respect to
 
the matters set
 
forth in this
 
Section 1.16;
(L)
a description
 
of the
 
investment strategy
 
or objective,
 
if any,
 
of such
Noticing
 
Party
 
(or
 
the
 
beneficial
 
owner(s)
 
on
 
whose
 
behalf
 
such
Noticing Party is submitting a notice to the Corporation);
(M)
all
 
information
 
that
 
would
 
be
 
required
 
to
 
be
 
set
 
forth
 
in
 
a
Schedule 13D filed
 
pursuant to
 
Rule 13d-1(a) under
 
the Exchange
 
Act
or an
 
amendment pursuant
 
to Rule 13d-2(a)
 
under the
 
Exchange Act
if such a
 
statement were required
 
to be filed
 
under the Exchange Act
by
 
such
 
Noticing
 
Party
 
or
 
any
 
Stockholder Associated
 
Person
 
with
respect to
 
the Corporation
 
(regardless of
 
whether such
 
person or
 
entity
is actually required to file
 
a Schedule 13D), including a description
 
of
any agreement, arrangement or understanding that
 
would be required
to be disclosed by such Noticing Party or any Stockholder
 
Associated
Person pursuant to Item 5 or Item 6 of Schedule 13D;
(N)
a
 
certification
 
that
 
such
 
Noticing
 
Party
 
and
 
each
 
Stockholder
Associated Person has complied with all
 
applicable federal, state and
other legal
 
requirements in
 
connection with
 
such Noticing Party’s
 
or
Stockholder Associated
 
Person’s acquisition of shares of capital
 
stock
or
 
other
 
securities
 
of
 
the
 
Corporation
 
and
 
such
 
Noticing
 
Party’s
 
or
Stockholder Associated
 
Person’s acts or omissions
 
as a stockholder of
 
 
 
 
 
the
 
Corporation,
 
if
 
such
 
Stockholder
 
Associated
 
Person
 
is
 
a
stockholder of the Corporation; and
(O)
all
 
other
 
information
 
relating
 
to
 
such
 
Noticing
 
Party
 
or
 
any
Stockholder Associated Person that
 
would be required to be disclosed
in a proxy statement
 
in connection with the
 
solicitation of proxies by
such Noticing Party or any Stockholder Associated Person in support
of
 
the
 
business
 
proposed
 
by
 
such
 
Noticing
 
Party,
 
if
 
any,
 
or
 
for
 
the
election of any Proposed Nominee in a contested election pursuant to
the Proxy Rules;
provided,
 
however,
 
that
 
the
 
disclosures
 
described
 
in
 
the
 
foregoing
subclauses (A) through
 
(O) shall
 
not include
 
any such
 
disclosures with
 
respect
to
 
the
 
ordinary
 
course
 
business
 
activities
 
of
 
any
 
depositary
 
or
 
any
 
broker,
dealer, commercial bank,
 
trust company or
 
other nominee who
 
is a Noticing
Party solely
 
as a
 
result of
 
being the
 
stockholder directed
 
to prepare
 
and submit
the notice required by
 
these Bylaws on
 
behalf of a
 
beneficial owner (any
 
such
entity, an “Exempt Party”).
(iv)
a
 
representation
 
that
 
such
 
Noticing
 
Party
 
intends
 
to
 
appear
 
or
 
cause
 
a
Qualified Representative (as defined below) of such
 
Noticing Party to appear
at
 
the
 
meeting
 
to
 
bring
 
such
 
business
 
before
 
the
 
meeting
 
or
 
nominate
 
any
Proposed
 
Nominees,
 
as
 
applicable,
 
and
 
an
 
acknowledgment
 
that,
 
if
 
such
Noticing
 
Party
 
(or
 
a
 
Qualified
 
Representative
 
of such
 
Noticing
 
Party)
 
does
not appear to
 
present such business
 
or Proposed Nominees,
 
as applicable, at
such
 
meeting,
 
the
 
Corporation
 
need
 
not
 
present
 
such
 
business
 
or
 
Proposed
Nominees for a vote at such meeting, notwithstanding that proxies
 
in respect
of such vote may have been received by the Corporation;
(v)
a description of any pending
 
or, to the knowledge of
 
such Noticing Party (or
the beneficial owner(s)
 
on whose behalf
 
such Noticing Party
 
is submitting a
notice
 
to
 
the
 
Corporation),
 
threatened
 
legal
 
proceeding
 
or
 
investigation
 
in
which such Noticing Party
 
or any Stockholder
 
Associated Person is a
 
party or
participant directly involving or directly relating to the Corporation or, to the
knowledge of
 
such Noticing
 
Party (or
 
the beneficial
 
owner(s) on
 
whose behalf
such Noticing Party is submitting a notice to the Corporation), any current or
former officer, director or Affiliate of the Corporation;
(vi)
identification
 
of
 
the
 
names
 
and
 
addresses
 
of
 
other
 
stockholders
 
(including
beneficial owners) known by such Noticing Party (or the beneficial owner(s)
on whose
 
behalf such
 
Noticing Party
 
is submitting
 
a notice
 
to the
 
Corporation)
to provide
 
financial support
 
of the
 
nomination(s) or
 
other business
 
proposal(s)
submitted
 
by
 
such
 
Noticing
 
Party
 
and,
 
to
 
the
 
extent
 
known,
 
the
 
class
 
and
number of shares of
 
the Corporation’s capital stock owned
 
beneficially or of
record by such other stockholder(s) or other beneficial owner(s); and
(vii)
a representation from such Noticing
 
Party as to whether such
 
Noticing Party
or any
 
Stockholder Associated Person
 
intends or
 
is part
 
of a
 
group (as
 
such
term is used in Rule 13d-5
 
under the Exchange
 
Act) that intends to (A) solicit
proxies
 
in
 
support
 
of
 
the
 
election
 
of
 
any
 
Proposed
 
Nominee
 
in
 
accordance
with
 
Rule 14a-19
 
under
 
the
 
Exchange
 
Act
 
or
 
(B) engage
 
in
 
a
 
solicitation
 
 
 
 
 
 
 
 
 
(within
 
the
 
meaning
 
of
 
Exchange
 
Act
 
Rule 14a-1(l))
 
with
 
respect
 
to
 
the
nomination of any Proposed Nominee or proposed business to
 
be considered
at
 
the
 
meeting,
 
as
 
applicable,
 
and,
 
if
 
so,
 
the
 
name
 
of
 
each
 
participant
 
(as
defined in
 
Instruction 3 to
 
Item 4 of
 
Schedule 14A under the
 
Exchange Act)
in such solicitation.
(d)
Additional
 
Information.
 
In
 
addition
 
to
 
the
 
information
 
required
 
pursuant
 
to
 
the
foregoing provisions of this Section 1.16, the Corporation
 
may require any Noticing
Party
 
to
 
furnish
 
such
 
other
 
information
 
that
 
would
 
reasonably
 
be
 
expected
 
to
 
be
material
 
to
 
a
 
reasonable
 
stockholder’s
 
understanding
 
of
 
(i) any
 
item
 
of
 
business
proposed
 
by
 
such
 
Noticing
 
Party
 
under
 
this
 
Section 1.16,
 
(ii) the
 
solicitation
 
of
proxies
 
from
 
the
 
Corporation’s
 
stockholders
 
by
 
the
 
Noticing
 
Party
 
(or
 
any
Stockholder Associated Person) or (iii) the
 
eligibility, suitability or
 
qualifications of
a Proposed Nominee to
 
serve as a director
 
of the Corporation
 
or the independence, or
lack thereof,
 
of such
 
Proposed Nominee, under
 
the listing
 
standards of
 
each securities
exchange upon which
 
the Corporation’s securities
 
are listed, any
 
applicable rules of
the Securities and
 
Exchange Commission, any
 
publicly disclosed standards
 
used by
the Board
 
in selecting
 
nominees for
 
election
 
as a
 
director
 
and for
 
determining
 
and
disclosing
 
the
 
independence
 
of
 
the
 
Corporation’s
 
directors,
 
including
 
those
applicable
 
to
 
a
 
director’s
 
service
 
on
 
any
 
of
 
the
 
committees
 
of
 
the
 
Board,
 
or
 
the
requirements
 
of
 
any
 
other
 
laws
 
or
 
regulations
 
applicable
 
to
 
the
 
Corporation.
 
If
requested
 
by
 
the
 
Corporation,
 
any
 
supplemental
 
information
 
required
 
under
 
this
paragraph
 
shall
 
be
 
provided
 
by
 
a
 
Noticing
 
Party
 
within
 
ten
 
days
 
after
 
it
 
has
 
been
requested by the Corporation.
(e)
Special Meetings
 
of Stockholders.
 
Only such
 
business shall
 
be conducted
 
at a
 
special
meeting of
 
stockholders as
 
shall have
 
been brought
 
before the
 
meeting pursuant
 
to
the
 
Corporation’s
 
notice
 
of
 
meeting
 
(or
 
any
 
supplement
 
thereto).
 
Nominations
 
of
persons for election
 
to the Board
 
may be made
 
at a special
 
meeting of stockholders
at which
 
directors are
 
to be
 
elected pursuant
 
to the
 
Corporation’s notice
 
of meeting
(or
 
any
 
supplement
 
thereto)
 
(i) by
 
or
 
at
 
the
 
direction
 
of
 
the
 
Board
 
(or
 
any
 
duly
authorized
 
committee
 
thereof)
 
or (ii) provided
 
that
 
one
 
or more
 
directors are
 
to
 
be
elected
 
at
 
such
 
meeting
 
pursuant
 
to
 
the
 
Corporation’s
 
notice
 
of
 
meeting,
 
by
 
any
stockholder of the Corporation who (A)
 
is a stockholder of record on
 
the date of the
giving
 
of
 
the
 
notice
 
provided
 
for
 
in
 
this
 
Section 1.16(e)
 
through
 
the
 
date
 
of
 
such
special meeting, (B) is
 
entitled to vote
 
at such special
 
meeting and upon
 
such election
and
 
(C) complies
 
with
 
the
 
notice
 
procedures
 
set
 
forth
 
in
 
this
 
Section 1.16(e).
 
In
addition to any
 
other applicable
 
requirements, for
 
director nominations
 
to be properly
brought
 
before
 
a
 
special
 
meeting
 
by
 
a
 
stockholder
 
pursuant
 
to
 
the
 
foregoing
clause (ii), such stockholder must have given
 
timely notice thereof in proper written
form to the Secretary.
 
To be timely, such notice must be received by the Secretary
 
at
the
 
principal
 
executive
 
offices
 
of
 
the
 
Corporation
 
not
 
earlier
 
than
 
the
 
Close
 
of
Business on the 120th day prior
 
to such special meeting and not
 
later than the Close
of Business on the
 
later of (x) the 90th day prior
 
to such special meeting and
 
(y) the
tenth day following the day on which Public Disclosure of the date of the meeting is
first
 
made
 
by
 
the
 
Corporation.
 
In
 
no
 
event
 
shall
 
an
 
adjournment,
 
recess,
postponement,
 
judicial
 
stay
 
or
 
rescheduling
 
of
 
a
 
special
 
meeting
 
(or
 
the
 
Public
Disclosure thereof) commence a new time period (or extend any time period) for the
giving of
 
a stockholder’s
 
notice as
 
described above.
 
To be
 
in proper
 
written form,
such notice shall include all information required pursuant
 
to Section 1.16(c) above,
and such stockholder and any
 
Proposed Nominee shall comply
 
with Section 1.16(d)
 
 
 
 
 
 
 
 
above, as if such notice
 
were being submitted in connection
 
with an annual meeting
of stockholders.
(f)
General.
(i)
No person shall be
 
eligible for election as
 
a director of the
 
Corporation unless
the person
 
is nominated by
 
a stockholder
 
in accordance with
 
the procedures
set forth in this Section 1.16 or the person is nominated by the Board, and no
business shall
 
be conducted
 
at a
 
meeting of
 
stockholders of
 
the Corporation
except pursuant to Rule 14a-8
 
under the Exchange Act and business brought
by
 
a
 
stockholder
 
in
 
accordance
 
with
 
the
 
procedures
 
set
 
forth
 
in
 
this
Section 1.16
 
or
 
by
 
the
 
Board.
 
The
 
number
 
of
 
Proposed
 
Nominees
 
a
stockholder may
 
include in
 
a notice
 
under this
 
Section 1.16 may
 
not exceed
the
 
number
 
of
 
directors
 
to
 
be
 
elected
 
at
 
such
 
meeting
 
(based
 
on
 
public
disclosure
 
by
 
the
 
Corporation
 
prior
 
to
 
the
 
date
 
of
 
such
 
notice),
 
and
 
for
 
the
avoidance of doubt, no
 
stockholder shall be entitled
 
to identify any additional
or substitute
 
persons as
 
Proposed Nominees
 
following the
 
expiration of
 
the
time
 
periods
 
set
 
forth
 
in
 
Section 1.16(b)
 
or
 
Section 1.16(e),
 
as
 
applicable.
 
Except
 
as
 
otherwise
 
provided
 
by
 
law,
 
the
 
Board
 
or
 
the
 
chairperson
 
of
 
a
meeting shall have
 
the power and
 
the duty to
 
determine whether a
 
nomination
or any business proposed to be brought before the meeting
 
has been made or
proposed in accordance with the procedures set forth in these Bylaws, and, if
the
 
Board
 
or
 
the
 
chairperson
 
of
 
the
 
meeting
 
determines
 
that
 
any
 
proposed
nomination
 
or
 
business
 
was
 
not
 
properly
 
brought
 
before
 
the
 
meeting,
 
the
chairperson (or the Board)
 
shall declare to the
 
meeting that such nomination
shall be disregarded
 
or such
 
business shall not
 
be transacted, and
 
no vote shall
be taken with respect to such nomination
 
or proposed business, in each case,
notwithstanding
 
that
 
proxies
 
with
 
respect
 
to
 
such
 
vote
 
may
 
have
 
been
received
 
by
 
the
 
Corporation.
 
Notwithstanding
 
the
 
foregoing
 
provisions
 
of
this Section 1.16, unless
 
otherwise required by
 
law, if the
 
Noticing Party (or
a
 
Qualified
 
Representative
 
of
 
the
 
Noticing
 
Party)
 
proposing
 
a
 
nominee
 
for
director
 
or
 
business
 
to
 
be
 
conducted
 
at
 
a
 
meeting
 
does
 
not
 
appear
 
at
 
the
meeting
 
of
 
stockholders
 
of
 
the
 
Corporation
 
to
 
present
 
such
 
nomination
 
or
propose such
 
business, such
 
proposed nomination
 
shall be
 
disregarded or
 
such
proposed business shall not be transacted, as applicable, and no vote
 
shall be
taken with respect to such nomination or proposed business, notwithstanding
that
 
proxies
 
with
 
respect
 
to
 
such
 
vote
 
may
 
have
 
been
 
received
 
by
 
the
Corporation.
(ii)
A
 
Noticing Party shall
 
update such
 
Noticing Party’s notice
 
provided under the
foregoing
 
provisions
 
of
 
this
 
Section 1.16,
 
if
 
necessary,
 
such
 
that
 
the
information provided
 
or required
 
to be
 
provided in
 
such notice
 
shall be
 
true
and correct
 
in all
 
material respects
 
as of (A) the
 
record date
 
for determining
the stockholders entitled to
 
receive notice of the
 
meeting and (B) the date
 
that
is ten business days prior to the
 
meeting (or any postponement, rescheduling
or
 
adjournment
 
thereof),
 
and
 
such
 
update
 
shall
 
(I) be
 
received
 
by
 
the
Secretary
 
at
 
the
 
principal
 
executive
 
offices
 
of
 
the
 
Corporation
 
(x) not
 
later
than
 
the
 
Close
 
of
 
Business
 
five
 
business
 
days
 
after
 
the
 
record
 
date
 
for
determining the stockholders
 
entitled to receive
 
notice of such
 
meeting (in the
case of an update required
 
to be made under clause (A))
 
and (y) not later than
the Close of Business seven business days prior to the date of the meeting or,
 
 
 
 
 
 
 
 
 
 
 
 
 
if practicable,
 
any postponement,
 
rescheduling or
 
adjournment thereof
 
(and,
if not
 
practicable, on
 
the first
 
practicable date
 
prior to
 
the date
 
to which
 
the
meeting
 
has
 
been
 
postponed,
 
rescheduled
 
or
 
adjourned)
 
(in
 
the
 
case
 
of
 
an
update required
 
to be
 
made pursuant
 
to clause (B)),
 
(II) be made
 
only to
 
the
extent
 
that
 
information
 
has
 
changed
 
since
 
such
 
Noticing
 
Party’s
 
prior
submission and (III) clearly identify
 
the information that has
 
changed in any
material
 
respect
 
since
 
such
 
Noticing
 
Party’s
 
prior
 
submission.
 
For
 
the
avoidance
 
of
 
doubt,
 
any
 
information
 
provided
 
pursuant
 
to
 
this
Section 1.16(f)(ii)
 
shall
 
not
 
be
 
deemed
 
to
 
cure
 
any
 
deficiencies
 
or
inaccuracies in a
 
notice previously
 
delivered pursuant to
 
this Section 1.16 and
shall
 
not
 
extend
 
the
 
time
 
period
 
for
 
the
 
delivery
 
of
 
notice
 
pursuant
 
to
 
this
Section 1.16.
 
If a
 
Noticing Party
 
fails to
 
provide any
 
update in
 
accordance
with the foregoing provisions of this Section 1.16(f)(ii), the information
 
as to
which such written update relates
 
may be deemed not to have
 
been provided
in accordance with this Section 1.16.
(iii)
If
 
any
 
information
 
submitted
 
pursuant
 
to
 
this
 
Section 1.16
 
by
 
any
 
Noticing
Party
 
nominating
 
individuals
 
for
 
election
 
or
 
reelection
 
as
 
a
 
director
 
or
proposing
 
business
 
for
 
consideration
 
at
 
a
 
stockholder
 
meeting
 
shall
 
be
inaccurate in
 
any material
 
respect (as
 
determined by
 
the Board
 
or a
 
committee
thereof),
 
such
 
information
 
may
 
be
 
deemed
 
not
 
to
 
have
 
been
 
provided
 
in
accordance with this
 
Section 1.16.
 
Any such Noticing
 
Party shall notify
 
the
Secretary in
 
writing at
 
the principal
 
executive offices
 
of the
 
Corporation of
any material
 
inaccuracy or
 
change in
 
any information
 
submitted pursuant
 
to
this
 
Section 1.16
 
(including
 
if
 
any
 
Noticing
 
Party
 
or
 
any
 
Stockholder
Associated Person no longer intends to solicit proxies in accordance with the
representation made pursuant to Section 1.16(c)(vii)(A)) within two business
days
 
after
 
becoming aware
 
of such
 
material
 
inaccuracy
 
or change,
 
and any
such
 
notification
 
shall
 
clearly
 
identify
 
the
 
inaccuracy
 
or
 
change,
 
it
 
being
understood that
 
no such
 
notification may
 
cure any
 
deficiencies or
 
inaccuracies
with respect
 
to any
 
prior submission
 
by such
 
Noticing Party.
 
Upon written
request
 
of
 
the
 
Secretary
 
on
 
behalf
 
of
 
the
 
Board
 
(or
 
a
 
duly
 
authorized
committee
 
thereof),
 
any
 
such
 
Noticing
 
Party
 
shall
 
provide,
 
within
 
seven
business
 
days
 
after
 
delivery
 
of
 
such
 
request
 
(or
 
such
 
other
 
period
 
as
 
may
reasonably be specified in such request),
 
(A) written verification, reasonably
satisfactory to the Board, any
 
committee thereof or any authorized
 
officer of
the Corporation,
 
to demonstrate
 
the accuracy
 
of any
 
information submitted
 
by
such
 
Noticing
 
Party
 
pursuant
 
to
 
this
 
Section 1.16
 
and
 
(B) a
 
written
affirmation of any information submitted
 
by such Noticing Party pursuant to
this Section 1.16
 
as of an
 
earlier date.
 
If a Noticing
 
Party fails
 
to provide such
written verification
 
or affirmation
 
within such
 
period, the
 
information as
 
to
which written
 
verification or
 
affirmation was
 
requested may
 
be deemed
 
not
to have been provided in accordance with this Section 1.16.
(iv)
Notwithstanding anything herein to the contrary, if (A) any Noticing Party or
any
 
Stockholder
 
Associated
 
Person
 
provides
 
notice
 
pursuant
 
to
 
Rule 14a-
19(b)
 
under
 
the
 
Exchange Act
 
with
 
respect
 
to
 
any
 
Proposed
 
Nominee
 
and
(B) (1) such
 
Noticing
 
Party
 
or
 
Stockholder Associated
 
Person
 
subsequently
either
 
(x) notifies
 
the
 
Corporation
 
that
 
such
 
Noticing
 
Party
 
or
 
Stockholder
Associated
 
Person
 
no
 
longer
 
intends
 
to
 
solicit
 
proxies
 
in
 
support
 
of
 
the
election
 
or
 
reelection
 
of
 
such
 
Proposed
 
Nominee
 
in
 
accordance
 
with
 
 
 
 
 
 
 
 
Rule 14a-19(b)
 
under
 
the
 
Exchange
 
Act
 
or
 
(y) fails
 
to
 
comply
 
with
 
the
requirements of Rule 14a-19(a)(2)
 
or Rule 14a-19(a)(3) under
 
the Exchange
Act
 
(or
 
fails
 
to
 
timely
 
provide
 
reasonable
 
evidence
 
sufficient
 
to
 
satisfy
 
the
Corporation that
 
such Noticing
 
Party or
 
Stockholder Associated
 
Person has
met
 
the
 
requirements
 
of
 
Rule 14a-19(a)(3)
 
under
 
the
 
Exchange
 
Act
 
in
accordance with
 
the following
 
sentence) and
 
(2) no other
 
Noticing Party
 
or
Stockholder
 
Associated Person that
 
has provided notice
 
pursuant to Rule 14a-
19(b) under the Exchange Act with respect to
 
such Proposed Nominee (x) to
the
 
Corporation’s
 
knowledge
 
based
 
on
 
information
 
provided
 
pursuant
 
to
Rule 14a-19 under
 
the Exchange Act or
 
these Bylaws,
 
still intends
 
to solicit
proxies in support of the
 
election or reelection of such
 
Proposed Nominee in
accordance
 
with
 
Rule 14a-19(b)
 
under
 
the
 
Exchange
 
Act
 
and
 
(y) has
complied with
 
the requirements
 
of Rule 14a-19(a)(2)
 
and Rule 14a-19(a)(3)
under
 
the
 
Exchange
 
Act
 
and
 
the
 
requirements
 
set
 
forth
 
in
 
the
 
following
sentence, then
 
the nomination
 
of such
 
Proposed Nominee
 
shall be
 
disregarded
and
 
no
 
vote
 
on
 
the
 
election
 
of
 
such
 
Proposed
 
Nominee
 
shall
 
occur
(notwithstanding that proxies in respect of such vote may have
 
been received
by the Corporation).
 
Upon request by the Corporation, if any Noticing Party
or any Stockholder Associated Person
 
provides notice pursuant
 
to Rule 14a-
19(b)
 
under
 
the
 
Exchange
 
Act,
 
such
 
Noticing
 
Party
 
shall
 
deliver
 
to
 
the
Secretary, no
 
later than
 
five business
 
days prior
 
to the
 
applicable meeting
 
date,
reasonable
 
evidence
 
that
 
the
 
requirements
 
of
 
Rule 14a-19(a)(3)
 
under
 
the
Exchange Act have been satisfied.
(v)
In addition to complying with
 
the foregoing provisions of this
 
Section 1.16, a
stockholder
 
shall
 
also
 
comply
 
with
 
all
 
applicable requirements
 
of
 
state
 
law
and the
 
Exchange
 
Act with
 
respect to
 
the matters
 
set forth
 
in this
 
Section 1.16.
 
Nothing
 
in
 
this
 
Section 1.16
 
shall
 
be
 
deemed
 
to
 
affect
 
any
 
rights
 
of
(A) stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant
 
to Rule 14a-8
 
under the
 
Exchange Act, (B) stockholders
to
 
request
 
inclusion
 
of
 
nominees
 
in
 
the
 
Corporation’s
 
proxy
 
statement
pursuant to the Proxy
 
Rules or (C) the
 
holders of any series
 
of preferred stock
to elect
 
directors pursuant
 
to any
 
applicable provisions
 
of the
 
Certificate of
Incorporation.
(vi)
Any written
 
notice,
 
supplement, update
 
or other
 
information required
 
to be
delivered
 
by
 
a
 
stockholder
 
to
 
the
 
Corporation
 
pursuant
 
to
 
this
 
Section 1.16
must be
 
given by
 
personal delivery, by
 
overnight courier
 
or by
 
registered or
certified mail, postage prepaid, to
 
the Secretary at the Corporation’s
 
principal
executive offices
 
and shall
 
be deemed
 
not to
 
have been
 
delivered unless
 
so
given.
(vii)
For purposes of these Bylaws:
(A)
“Affiliate” and
 
“Associate” each
 
shall have
 
the respective
 
meanings
set forth in Rule 12b-2 under the Exchange Act;
(B)
“beneficial owner”
 
or “beneficially
 
owned” shall
 
have the
 
meaning set
forth for such terms in Section 13(d) of the Exchange Act;
 
 
 
 
 
 
(C)
“Close
 
of
 
Business”
 
shall
 
mean
 
5:00 p.m. Eastern
 
Time
 
on
 
any
calendar day, whether or not the day is a business day;
(D)
“Proxy
 
Rules”
 
shall
 
mean
 
Section 14
 
of
 
the
 
Exchange Act
 
and
 
the
rules promulgated thereunder;
(E)
“Public Disclosure” shall
 
mean disclosure in
 
a press release
 
reported
by
 
a
 
national
 
news
 
service
 
or
 
in
 
a
 
document
 
publicly
 
filed
 
by
 
the
Corporation with
 
the Securities
 
and Exchange
 
Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act;
(F)
a
 
“Qualified
 
Representative”
 
of
 
a
 
Noticing
 
Party
 
means
 
(I) a
 
duly
authorized officer, manager or partner of such Noticing Party or (II) a
person authorized by a writing
 
executed by such Noticing Party (or
 
a
reliable
 
reproduction
 
or
 
electronic
 
transmission
 
of
 
the
 
writing)
delivered
 
by
 
such
 
Noticing
 
Party
 
to
 
the
 
Corporation
 
prior
 
to
 
the
making of
 
any nomination
 
or proposal
 
at a
 
stockholder meeting
 
stating
that such person is authorized to act for
 
such Noticing Party as proxy
at
 
the
 
meeting
 
of
 
stockholders,
 
which
 
writing
 
or
 
electronic
transmission,
 
or
 
a
 
reliable
 
reproduction
 
of
 
the
 
writing
 
or
 
electronic
transmission, must be produced at the meeting of stockholders; and
(G)
“Stockholder
 
Associated
 
Person”
 
shall
 
mean,
 
with
 
respect
 
to
 
a
Noticing
 
Party
 
and
 
if
 
different
 
from
 
such
 
Noticing
 
Party,
 
any
beneficial owner
 
of shares
 
of stock
 
of the
 
Corporation on
 
whose behalf
such
 
Noticing
 
Party
 
is
 
providing
 
notice
 
of
 
any
 
nomination
 
or
 
other
business
 
proposed:
 
(I) any
 
person
 
or
 
entity
 
who
 
is
 
a
 
member
 
of
 
a
group
 
(as
 
such term
 
is
 
used in
 
Rule 13d-5
 
under the
 
Exchange Act)
with such
 
Noticing Party
 
or such
 
beneficial owner(s)
 
with respect
 
to
acquiring,
 
holding,
 
voting
 
or
 
disposing
 
of
 
any
 
securities
 
of
 
the
Corporation,
 
(II) any
 
Affiliate
 
or
 
Associate
 
of
 
such
 
Noticing
 
Party
(other
 
than
 
any
 
Noticing
 
Party
 
that
 
is
 
an
 
Exempt
 
Party)
 
or
 
such
beneficial owner(s),
 
(III) any
 
participant (as
 
defined in
 
Instruction 3
to
 
Item 4
 
of
 
Schedule 14A)
 
with
 
such
 
Noticing
 
Party
 
or
 
such
beneficial
 
owner(s)
 
with
 
respect
 
to
 
any
 
proposed
 
business
 
or
nomination,
 
as
 
applicable,
 
under
 
these
 
Bylaws,
 
(IV) any
 
beneficial
owner of shares of stock of
 
the Corporation owned of record by
 
such
Noticing Party
 
(other than
 
a Noticing
 
Party that
 
is an
 
Exempt Party)
and (V) any Proposed Nominee.
ARTICLE II
DIRECTORS
Section 2.1.
Number; Eligibility.
 
Within the limit set forth in the Certificate
 
of Incorporation, the
number of directors
 
that shall constitute
 
the entire Board
 
shall be fixed,
 
from time to
 
time, exclusively by
the Board, subject to the rights of the holders of any series of preferred stock with respect to the election of
directors, if
 
any.
 
No person
 
shall be
 
eligible for
 
election or
 
appointment as
 
a director
 
unless such
 
person
has, within
 
ten days
 
following any
 
reasonable request
 
therefor from
 
the Board
 
or any
 
committee thereof,
made himself or herself available
 
to be interviewed by the
 
Board (or any committee or
 
other subset thereof)
with respect to
 
such person’s qualifications
 
to serve as
 
a director or
 
any other matter
 
reasonably related to
such person’s candidacy or service as a director of the Corporation.
 
 
 
 
 
 
 
 
 
Section 2.2.
Duties and Powers.
 
The business and affairs of
 
the Corporation shall be managed by
or under the direction of the Board, which may exercise all such powers of the Corporation and do all such
lawful
 
acts
 
and
 
things
 
as
 
are
 
not
 
by
 
law,
 
the
 
Certificate
 
of
 
Incorporation
 
or
 
these
 
Bylaws
 
required
 
to
 
be
exercised or done by the stockholders.
Section 2.3.
Meetings.
 
The Board may
 
hold meetings, both
 
regular and special,
 
either within or
without the State of
 
Delaware.
 
Regular meetings of the
 
Board may be held
 
at such time and
 
at such place
as may from time to time be determined by the Board.
 
Special meetings of the Board may be called by the
Board Chair (if there
 
be one), the Chief
 
Executive Officer or the
 
Board and shall be
 
held at such place,
 
on
such date and at such time as he, she or it shall specify.
Section 2.4.
Notice.
 
Notice of
 
any meeting
 
of the
 
Board stating
 
the place,
 
date and
 
time of
 
the
meeting shall be given
 
to each director by
 
mail posted not less
 
than five days before
 
the date of the
 
meeting,
by nationally recognized overnight courier
 
deposited not less than two
 
days before the date
 
of the meeting
or
 
by
 
email,
 
facsimile
 
or other
 
means
 
of
 
electronic
 
transmission
 
delivered
 
or
 
sent
 
not less
 
than 24
 
hours
before
 
the
 
date
 
and
 
time
 
of
 
the
 
meeting,
 
or
 
on
 
such
 
shorter
 
notice
 
as
 
the
 
person
 
or
 
persons
 
calling
 
such
meeting may
 
deem necessary
 
or appropriate
 
under the
 
circumstances.
 
If mailed
 
or sent
 
by overnight
 
courier,
such notice shall be deemed to be given at the time when it is
 
deposited in the United States mail with first
class
 
postage
 
prepaid
 
or
 
deposited
 
with
 
the
 
overnight
 
courier.
 
Notice
 
by
 
facsimile
 
or
 
other
 
electronic
transmission shall be deemed
 
given when the notice
 
is transmitted.
 
Any director may waive
 
notice of any
meeting before or
 
after the meeting.
 
The attendance of
 
a director at
 
any meeting shall
 
constitute a waiver
of notice
 
of such
 
meeting, except
 
where the
 
director attends
 
the meeting
 
for the
 
express purpose
 
of objecting,
and does so
 
object, at the
 
beginning of the
 
meeting to the
 
transaction of any
 
business because the
 
meeting
is not lawfully called or convened.
 
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board
 
need be specified in any
 
notice of such meeting unless
 
so required by law.
 
A meeting may be
 
held at any
 
time without
 
notice if all
 
of the directors
 
are present or
 
if those not
 
present
waive notice of the meeting in accordance with Section 5.6 of these Bylaws.
Section 2.5.
Board Chair;
 
Board Vice
 
Chair.
 
The Board
 
Chair shall
 
be chosen
 
from among
 
the
directors and may be
 
the Chief Executive Officer.
 
Except as otherwise provided
 
by law, the Certificate
 
of
Incorporation or Section 2.6 or Section
 
2.7 of these Bylaws, the
 
Board Chair shall preside at
 
all meetings of
stockholders and of the Board.
 
The Board Chair shall have such other powers and duties as may from time
to time be
 
assigned by the
 
Board.
 
The Board may
 
also choose a
 
Board Vice
 
Chair from among
 
the directors,
and such Board Vice Chair shall have such powers and
 
duties as may from time to time be
 
assigned by the
Board.
Section 2.6.
Lead Independent
 
Director.
 
If the
 
Board Chair
 
does not
 
qualify as
 
independent in
accordance with
 
the applicable
 
rules of
 
any securities
 
exchanges upon
 
which the
 
Corporation’s securities
are
 
listed, the
 
Independent Directors
 
(as
 
defined below)
 
shall appoint
 
a Lead
 
Independent Director.
 
The
Lead Independent
 
Director shall
 
be one
 
of the
 
directors who
 
has been
 
determined by
 
the Board
 
to be
 
an
“independent director” (any
 
such director, an
 
“Independent Director”).
 
The Lead Independent
 
Director, if
any, shall preside
 
at all executive
 
sessions of the
 
Board, serve as
 
a liaison to
 
the Chief Executive Officer
 
and
other directors not
 
present at executive
 
sessions of the
 
Board regarding
 
topics discussed in
 
executive session
or other matters
 
as may be
 
raised from time
 
to time by
 
one or more
 
Independent Directors, work
 
with the
Board
 
Chair
 
and
 
other
 
directors
 
to
 
determine
 
agenda
 
items
 
for
 
Board
 
meetings,
 
have
 
the
 
power
 
to
 
call
meetings
 
of the
 
Independent Directors,
 
and
 
have such
 
other responsibilities,
 
and
 
perform
 
such duties,
 
as
may from time to time be assigned
 
to him or her by the Board.
 
The Independent Directors may remove or
replace the Lead Independent
 
Director from the position
 
of Lead Independent Director at
 
any time with or
without
 
cause
 
by
 
the
 
vote
 
of
 
a
 
majority
 
of
 
the
 
Independent
 
Directors
 
present
 
at
 
a
 
duly
 
convened
 
Board
meeting.
 
The
 
Independent
 
Directors
 
shall
 
periodically
 
consider
 
whether
 
and,
 
if
 
so,
 
when
 
to
 
rotate
 
the
 
 
 
 
 
 
 
position of Lead Independent
 
Director, and may appoint a
 
Lead Independent Director for a
 
specified term,
which may be renewed.
Section 2.7.
Organization.
 
At each
 
meeting of
 
the Board,
 
the Board
 
Chair, or,
 
in the
 
Board Chair’s
absence, the Lead Independent Director (if any), or, in the Lead Independent Director’s absence, the Board
Vice Chair (if
 
any), or, in
 
the Board Vice Chair’s
 
absence, a director
 
chosen by a
 
majority of the
 
directors
present, shall act as chairperson.
 
The Secretary shall act as secretary at each meeting of the Board.
 
In case
the Secretary shall be absent from any meeting of the Board, an assistant secretary
 
shall perform the duties
of secretary
 
at such
 
meeting, and
 
in the
 
absence from
 
any such
 
meeting of
 
the Secretary
 
and all
 
assistant
secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8.
Director Resignation
 
and Removal.
 
Any director
 
of the
 
Corporation may
 
resign at
any time, by giving notice in writing
 
or by electronic transmission to the Board
 
Chair, the Chief Executive
Officer or the
 
Secretary.
 
Such resignation shall
 
be effective upon
 
receipt unless it
 
is specified to
 
be effective
at
 
some
 
other
 
time
 
or
 
upon
 
the
 
occurrence
 
of
 
some
 
other
 
event,
 
and,
 
unless
 
otherwise
 
specified
 
in
 
such
notice, the acceptance of such
 
resignation shall not be necessary
 
to make it effective.
 
Subject to the rights
of holders
 
of any
 
series of
 
preferred stock
 
with respect
 
to the
 
election of
 
directors, a
 
director may
 
be removed
from office
 
by the
 
stockholders of
 
the Corporation
 
only for
 
cause and
 
only by
 
the affirmative
 
vote of
 
the
holders
 
of
 
at
 
least
 
a
 
majority
 
of
 
the
 
voting
 
power
 
of
 
all
 
then
 
outstanding
 
shares
 
of
 
capital
 
stock
 
of
 
the
Corporation entitled to vote generally in the election of directors, voting together as a single class.
Section 2.9.
Quorum.
 
At all meetings of the Board,
 
a majority of directors constituting the Board
shall constitute a quorum for the transaction of
 
business, and the act of a majority of
 
the directors present at
any meeting at which a quorum is present shall be the act of the
 
Board.
 
If a quorum shall not be present at
any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without
notice
 
other
 
than
 
announcement
 
at
 
the
 
meeting
 
of
 
the
 
time
 
and
 
place
 
of
 
the
 
adjourned
 
meeting,
 
until
 
a
quorum shall be present.
Section 2.10.
Actions
 
of
 
the
 
Board
 
by
 
Unanimous
 
Written
 
Consent.
 
Any
 
action
 
required
 
or
permitted
 
to
 
be
 
taken
 
at
 
any
 
meeting
 
of
 
the
 
Board
 
or
 
of
 
any
 
committee
 
thereof
 
may
 
be
 
taken
 
without
 
a
meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the
 
writing or electronic transmission is
 
filed with the minutes of
 
proceedings
of the Board or committee.
Section 2.11.
Telephonic
 
Meetings.
 
Members
 
of
 
the
 
Board,
 
or
 
any
 
committee
 
thereof,
 
may
participate
 
in
 
a
 
meeting
 
of
 
the
 
Board
 
or
 
such
 
committee
 
by
 
means
 
of
 
a
 
conference
 
telephone
 
or
 
other
communications equipment by means of which all
 
persons participating in the meeting can hear and
 
speak
with
 
each
 
other,
 
and
 
participation
 
in
 
a
 
meeting
 
pursuant
 
to
 
this
 
Section 2.11
 
shall
 
constitute
 
presence
 
in
person at such meeting.
Section 2.12.
Committees.
 
The Board may designate one or
 
more committees, each committee to
consist of one
 
or more of
 
the directors of
 
the Corporation and,
 
to the extent
 
permitted by law,
 
to have and
exercise
 
such
 
authority
 
as
 
may
 
be
 
provided
 
for
 
in
 
the
 
resolutions
 
creating
 
such
 
committee,
 
as
 
such
resolutions may be
 
amended from time
 
to time.
 
The Board may
 
designate one or
 
more directors as
 
alternate
members of any
 
committee, who may
 
replace any absent
 
or disqualified member
 
at any meeting
 
of any such
committee.
 
In
 
the
 
absence
 
or
 
disqualification
 
of
 
a
 
member
 
of
 
a
 
committee,
 
and
 
in
 
the
 
absence
 
of
 
a
designation by the Board of an alternate member to replace the absent or disqualified member, the member
or members thereof
 
present at any
 
meeting and not
 
disqualified from voting,
 
whether or not
 
such member
or
 
members
 
constitute
 
a
 
quorum,
 
may
 
unanimously
 
appoint
 
another
 
member
 
of
 
the
 
Board
 
to
 
act
 
at
 
the
meeting in the place of any absent or disqualified member.
 
Each committee shall keep regular minutes and
report to the Board when required.
 
A majority of the members of any committee present at any committee
 
 
 
 
meeting at
 
which there
 
is a
 
quorum present
 
may determine
 
such committee’s
 
action and
 
fix the
 
time and
place
 
of
 
its
 
meetings,
 
unless
 
the
 
Board
 
shall
 
otherwise
 
provide.
 
Except
 
as
 
may
 
be
 
provided
 
in
 
any
resolutions establishing or
 
designating a committee
 
of the Board,
 
the Board shall
 
have the power
 
at any time
to fill vacancies in, to change the membership of or to dissolve any committee of the Board.
Section 2.13.
Compensation.
 
The
 
Board
 
shall
 
have
 
the
 
authority
 
to
 
fix
 
the
 
compensation
 
of
directors, which
 
may be
 
payable in
 
cash or
 
securities (or
 
a combination
 
of cash
 
and securities),
 
and may
delegate the authority
 
to recommend or
 
determine all or
 
part of such
 
compensation to a
 
Board committee.
 
The directors shall be paid their reasonable
 
expenses, if any, of attendance at each
 
meeting of the Board or
any committee thereof.
 
No such payment
 
shall preclude any
 
director from serving
 
the Corporation in
 
any
other
 
capacity
 
and
 
receiving
 
compensation
 
therefor.
 
Directors
 
who
 
are
 
full-time
 
employees
 
of
 
the
Corporation shall not receive any compensation for their service as director.
Section 2.14.
Interested Directors.
 
No contract or transaction between the Corporation and one or
more
 
of
 
its
 
directors
 
or
 
officers,
 
or
 
between
 
the
 
Corporation
 
and
 
any
 
other
 
corporation,
 
partnership,
association or
 
other organization
 
in which
 
one or
 
more of
 
the Corporation’s
 
directors or
 
officers are
 
directors
or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the
director
 
or
 
officer
 
is
 
present
 
at
 
or
 
participates
 
in
 
the
 
meeting
 
of
 
the
 
Board
 
or
 
committee
 
thereof
 
that
authorizes the contract or
 
transaction, or solely because
 
any such director’s or
 
officer’s vote is counted
 
for
such purpose if:
 
(a) the material
 
facts as to
 
the director’s or
 
officer’s relationship or
 
interest and as
 
to the
contract or transaction
 
are disclosed
 
or are
 
known to
 
the Board
 
or the
 
committee and
 
the Board
 
or committee
in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested
directors,
 
even
 
though
 
the
 
disinterested
 
directors
 
be
 
less
 
than
 
a
 
quorum;
 
(b) the
 
material
 
facts
 
as
 
to
 
the
director’s or officer’s relationship
 
or interest and as
 
to the contract or
 
transaction are disclosed or
 
are known
to the stockholders entitled to
 
vote thereon and the contract
 
or transaction is specifically
 
approved in good
faith by vote of the
 
stockholders; or (c) the contract
 
or transaction is fair
 
as to the Corporation
 
as of the time
it
 
is
 
authorized,
 
approved
 
or
 
ratified
 
by
 
the
 
Board,
 
a
 
committee
 
thereof
 
or
 
the
 
stockholders.
 
Interested
directors
 
may
 
be
 
counted
 
in
 
determining
 
the
 
presence
 
of
 
a
 
quorum
 
at
 
a
 
meeting
 
of
 
the
 
Board
 
or
 
of
 
a
committee that authorizes the contract or transaction.
ARTICLE III
OFFICERS
Section 3.1.
General.
 
The officers of the Corporation shall be chosen by the Board and
 
shall be a
Chief Executive Officer, a President, a Chief Financial Officer,
 
a Chief Operating Officer, a Vice President,
a Secretary
 
and a
 
Treasurer.
 
The Board,
 
in its
 
discretion, may
 
also choose,
 
or may
 
delegate to
 
the Chief
Executive Officer the authority to appoint, additional
 
Vice Presidents and one or more
 
Assistant Secretaries
and Assistant Treasurers.
 
Any two or more offices may be held by the same person, but
 
no officer may act
in more than one capacity
 
where action of two or
 
more officers is required and
 
no Vice President may
 
at the
same
 
time
 
hold
 
the
 
office
 
of
 
President.
 
The
 
officers
 
of
 
the
 
Corporation
 
need
 
not
 
be
 
stockholders
 
of
 
the
Corporation.
Section 3.2.
Election; Term.
 
The Board shall elect the officers of the Corporation who shall hold
their offices for such
 
terms and shall exercise such
 
powers and perform such
 
duties as shall be
 
determined
from time
 
to time
 
by the
 
Board, and
 
each officer
 
of the
 
Corporation shall
 
hold office
 
until such
 
officer’s
successor is elected and qualified, or
 
until such officer’s earlier death, resignation
 
or removal.
 
Any officer
may be
 
removed at any
 
time by the
 
Board, and any
 
officer appointed
 
by the Chief
 
Executive Officer may
be removed at
 
any time by
 
the Chief Executive
 
Officer.
 
Any officer may
 
resign upon notice
 
given in writing
or electronic
 
transmission to
 
the Chief
 
Executive Officer
 
or the
 
Secretary.
 
Such resignation
 
shall be
 
effective
upon receipt unless
 
it is specified
 
to be effective
 
at some other
 
time or upon
 
the occurrence of
 
some other
 
 
 
 
 
 
 
 
 
event.
 
Any vacancy occurring
 
in any office
 
of the Corporation
 
shall be
 
filled in
 
the manner
 
prescribed in
this Article III for the regular election to such office.
Section 3.3.
Voting
 
Securities Owned
 
by the
 
Corporation.
 
Powers of attorney,
 
proxies, waivers
of notice
 
of meeting,
 
consents and
 
other instruments
 
relating to
 
securities owned
 
by the
 
Corporation may
be executed in the
 
name of and on behalf
 
of the Corporation by the
 
Chief Executive Officer,
 
the Secretary
or any other
 
officer authorized to
 
do so
 
by the Board,
 
and any such
 
officer may, in the name
 
of and on
 
behalf
of the
 
Corporation, take
 
all such
 
action as
 
any such
 
officer may deem
 
advisable to
 
vote in
 
person or
 
by proxy
at any meeting
 
of security holders
 
of any corporation
 
in which the
 
Corporation may own
 
securities and at
any such meeting shall possess and may exercise any and all rights and power incident to
 
the ownership of
such securities
 
and that,
 
as the
 
owner thereof,
 
the Corporation
 
might have
 
exercised and
 
possessed if
 
present.
 
The Board may, by resolution, from time to time confer like powers upon any other person or persons.
Section 3.4.
Chief Executive Officer.
 
The Chief Executive Officer shall, subject to the control of
the Board,
 
have general
 
supervision over
 
the business
 
of the
 
Corporation and
 
shall
 
direct
 
the affairs
 
and
policies of the Corporation.
 
The Chief Executive Officer
 
may also serve as
 
the Board Chair or
 
as President,
if
 
so
 
elected
 
by
 
the
 
Board.
 
The
 
Chief
 
Executive
 
Officer
 
shall
 
also
 
perform
 
such
 
other
 
duties
 
and
 
may
exercise such other powers as may from time to time be assigned to such officer
 
by these Bylaws or by the
Board.
Section 3.5.
President.
 
The President shall act in a general executive capacity and shall assist the
Chief
 
Executive
 
Officer
 
in
 
the
 
administration
 
and
 
operation
 
of
 
the
 
Corporation’s
 
business
 
and
 
general
supervision of its
 
policies and affairs.
 
The President shall,
 
in the absence
 
of or because
 
of the inability
 
to
act of
 
the Chief
 
Executive Officer,
 
perform all
 
duties of
 
the Chief
 
Executive Officer.
 
The President
 
shall
also perform such other duties and
 
may exercise such other powers as
 
may from time to time be
 
assigned to
such officer by these Bylaws, the Board or the Chief Executive Officer.
Section 3.6.
Chief Financial Officer.
 
The Chief Financial Officer
 
shall be the principal
 
financial
officer
 
of
 
the
 
Corporation.
 
The
 
Chief
 
Financial
 
Officer
 
shall
 
also
 
perform
 
such
 
other
 
duties
 
and
 
may
exercise such other powers
 
as may from time
 
to time be assigned
 
to such officer by
 
these Bylaws, the Board
or the Chief Executive Officer.
Section 3.7.
Chief
 
Operating
 
Officer.
 
The
 
Chief
 
Operating
 
Officer
 
shall
 
have
 
general
responsibility for the
 
day-to-day operational activities
 
of the Corporation.
 
The Chief Operating
 
Officer may
also
 
serve
 
as
 
the
 
President,
 
if
 
so
 
elected
 
by
 
the
 
Board,
 
if
 
the
 
Board
 
has
 
not
 
elected
 
the
 
Chief
 
Executive
Officer or another person to serve as President.
 
The Chief Operating Officer shall also perform
 
such other
duties and
 
may exercise
 
such other
 
powers as
 
may from
 
time to
 
time be
 
assigned to
 
such officer
 
by these
Bylaws or by these Bylaws, the Board or the Chief Executive Officer.
Section 3.8.
Vice Presidents.
 
The Vice Presidents shall have such powers and shall perform such
duties as shall be assigned to them by the Board or the Chief Executive Officer.
Section 3.9.
Secretary.
 
The Secretary shall
 
give the requisite
 
notice of meetings
 
of stockholders
and
 
directors
 
and
 
shall
 
record
 
the
 
proceedings
 
of
 
such
 
meetings,
 
shall
 
have
 
custody
 
of
 
the
 
seal
 
of
 
the
Corporation and
 
shall affix
 
it or
 
cause it
 
to be
 
affixed to
 
such instruments
 
as require
 
the seal
 
and attest
 
it
and, besides the Secretary’s powers
 
and duties prescribed by law,
 
shall have such other powers and
 
perform
such other duties as shall be
 
provided in these Bylaws or
 
shall at any time be
 
assigned to such officer by the
Board or the Chief Executive Officer.
Section 3.10.
Treasurer.
 
The Treasurer shall exercise general supervision over
 
the receipt, custody
and disbursement of
 
corporate funds.
 
The Treasurer
 
shall cause the
 
funds of the
 
Corporation to be
 
deposited
in such banks as
 
may be authorized by
 
the Board or in
 
such banks as may
 
be designated as depositaries
 
in
 
 
 
 
 
 
 
the manner provided
 
by resolution of the
 
Board.
 
The Treasurer shall have
 
such other powers and
 
perform
such other duties as shall be
 
provided in these Bylaws or
 
shall at any time be
 
assigned to such officer by
 
the
Board or the Chief Executive Officer.
Section 3.11.
Assistant Secretaries.
 
Assistant Secretaries, if there be any, shall assist the Secretary
in the discharge of
 
the Secretary’s duties, shall
 
have such powers and
 
perform such other duties as
 
shall at
any time be assigned
 
to them by the
 
Board and, in the
 
absence or disability of
 
the Secretary, shall perform
the duties of the Secretary’s office, subject to the control of the Board or the Chief Executive Officer.
Section 3.12.
Assistant Treasurers.
 
Assistant Treasurers, if there
 
be any, shall
 
assist the Treasurer
in the discharge of
 
the Treasurer’s duties, shall have
 
such powers and perform
 
such other duties as shall
 
at
any time be assigned to
 
them by the Board and,
 
in the absence or disability
 
of the Treasurer, shall perform
the duties of the Treasurer’s office, subject to the control of the Board or the Chief Executive Officer.
Section 3.13.
Other
 
Officers.
 
Such
 
other
 
officers
 
as
 
the
 
Board
 
may
 
appoint
 
shall
 
perform
 
such
duties and have such
 
powers as from time
 
to time may be assigned
 
to them by the Board.
 
The Board may
delegate to
 
any other
 
officer of
 
the Corporation
 
the power
 
to choose
 
such other
 
officers and
 
to prescribe
their respective duties and powers.
ARTICLE IV
STOCK
Section 4.1.
Evidence of Stock Ownership.
 
The shares of the
 
Corporation shall be represented
 
by
certificates unless the Board shall by resolution provide that some or all of any class or series of
 
stock shall
be uncertificated shares.
 
Any such resolution shall not apply to shares represented by a certificate until the
certificate is surrendered to the Corporation.
 
Notwithstanding the adoption of any resolution providing for
uncertificated
 
shares,
 
every
 
holder
 
of
 
stock
 
represented
 
by
 
certificates
 
and
 
upon
 
request
 
every
 
holder
 
of
uncertificated shares shall
 
be entitled to
 
have a certificate
 
signed by, or
 
in the name
 
of the corporation
 
by,
the Board Chair or the
 
Chief Executive Officer, or the
 
President or a Vice
 
President, and by the
 
Treasurer or
an
 
Assistant
 
Treasurer,
 
or
 
the
 
Secretary
 
or
 
an
 
Assistant
 
Secretary,
 
representing
 
the
 
number
 
of
 
shares
registered in certificate form.
Section 4.2.
Record Date.
 
In order that the Corporation
 
may determine the stockholders entitled
to
 
receive
 
payment
 
of
 
any
 
dividend
 
or
 
other
 
distribution
 
or
 
allotment
 
of
 
any
 
rights
 
or
 
the
 
stockholders
entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose
of any
 
other lawful
 
action, the
 
Board may
 
fix a
 
record date,
 
which record
 
date shall
 
not precede
 
the date
upon which
 
the resolution
 
fixing the
 
record date
 
is adopted
 
and which
 
record date
 
shall be
 
not more
 
than
60 days prior to such action.
 
If no record date is fixed,
 
the record date for determining stockholders
 
for any
such purpose
 
shall be
 
the Close
 
of Business
 
on the
 
day on
 
which the
 
Board adopts
 
the resolution
 
relating
thereto.
Section 4.3.
Record Owners.
 
The Corporation shall be
 
entitled to recognize the
 
exclusive right of
a person registered on its books as the owner of shares to receive dividends, and to vote as such
 
owner, and
to hold liable for calls
 
and assessments a person
 
registered on its books as
 
the owner of shares, and
 
shall not
be bound to recognize
 
any equitable or other
 
claim to or interest
 
in such share or
 
shares on the part
 
of any
other person,
 
whether or
 
not it
 
shall have
 
express or
 
other notice
 
thereof, except
 
as otherwise
 
required by
law.
Section 4.4.
Transfer and Registry Agents.
 
The Corporation may from time to time maintain one
or
 
more
 
transfer
 
offices
 
or
 
agencies
 
and
 
registry
 
offices
 
or
 
agencies
 
at
 
such
 
place
 
or
 
places
 
as
 
may
 
be
determined from time to time by the Board.
 
 
 
 
 
 
 
 
ARTICLE V
MISCELLANEOUS
Section 5.1.
Contracts.
 
The Board may authorize any officer or officers or any agent or agents to
enter into
 
any contract
 
or execute
 
and deliver
 
any instrument
 
or other document
 
in the
 
name of
 
and on
 
behalf
of the Corporation, and such authority may be general or confined to specific instances.
Section 5.2.
Disbursements.
 
All checks or demands for
 
money and notes of the
 
Corporation shall
be signed
 
by such
 
officer or
 
officers or
 
such other
 
person or
 
persons as
 
the Board
 
may from
 
time to
 
time
designate.
Section 5.3.
Fiscal Year.
 
The fiscal
 
year of
 
the Corporation
 
shall be
 
fixed from
 
time to
 
time by
resolution of the Board.
Section 5.4.
Corporate
 
Seal.
 
The
 
corporate
 
seal
 
shall
 
have
 
inscribed
 
thereon
 
the
 
name
 
of
 
the
Corporation, the year of its organization and the words “Corporate Seal, Delaware.”
 
The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
Section 5.5.
Offices.
 
The
 
Corporation
 
shall
 
maintain
 
a
 
registered
 
office
 
inside
 
the
 
State
 
of
Delaware and may also
 
have other offices outside
 
or inside the State
 
of Delaware.
 
The books and records
of the Corporation
 
may be kept
 
(subject to any
 
applicable law) outside
 
the State of
 
Delaware at the
 
principal
executive offices of the Corporation
 
or at such other place
 
or places as may be
 
designated from time to time
by the Board.
Section 5.6.
Waiver of Notice.
 
Whenever any notice is required
 
to be given to any
 
stockholder or
director of the Corporation under the provisions of the DGCL or these Bylaws, a waiver thereof in writing,
signed by the person or
 
persons entitled to such notice,
 
or a waiver by electronic
 
transmission by the person
or persons entitled
 
to such notice,
 
whether before or
 
after the time
 
stated therein, shall
 
be deemed equivalent
to
 
the
 
giving
 
of
 
such
 
notice.
 
Neither
 
the
 
business
 
to
 
be
 
transacted
 
at, nor
 
the
 
purpose
 
of,
 
any
 
annual
 
or
special
 
meeting
 
of the
 
stockholders or
 
any regular
 
or special
 
meeting
 
of the
 
Board or
 
committee thereof
need be specified in any waiver of notice of such meeting unless so required by law.
Section 5.7.
Severability.
 
To the extent
 
any provision of
 
these Bylaws would
 
be, in the
 
absence
of
 
this
 
Section 5.7,
 
invalid,
 
illegal
 
or
 
unenforceable
 
for
 
any
 
reason
 
whatsoever,
 
such
 
provision
 
shall
 
be
severable from the other provisions of
 
these Bylaws, and all provisions of these
 
Bylaws shall be construed
so as to give
 
effect to the intent
 
manifested by these Bylaws,
 
including, to the maximum
 
extent possible, the
provision that would be otherwise invalid, illegal or unenforceable.
ARTICLE VI
AMENDMENTS
These Bylaws may be adopted, amended, altered or repealed by the
 
Board or by the stockholders of
the
 
Corporation
 
by
 
the
 
affirmative
 
vote
 
of
 
the
 
holders
 
of
 
at
 
least
 
66
2
/
3
%
 
of
 
the
 
voting
 
power
 
of
 
all
 
then
outstanding shares of capital stock of the Corporation entitled to
 
vote generally in the election of directors,
voting together as a single class.