Section 2.Directors - Number; Classes.The Board of Directors shall consist of not less than eight (8) normore than eighteen (18) members, with the exact number to be set from time to time by the Board.
Commencing with the annual meeting of shareholders in 2012, each director shall hold office until the next succeeding annual meeting or until such director's successor is duly elected and qualified, unless suchdirector shall sooner die, resign or be removed or disqualified; provided however, that any director servingas of July 26, 2011, who had been prior to that date elected by the shareholders to a term expiring after thedate of the 2012 annual meeting, shall continue to serve until the end of such term, unless such directorshall sooner die, resign or be removed or disqualified. If it shall happen at any time that the election ofdirectors shall not be held on the day designated by the By-Laws of the Corporation, such election may beheld on any other day at a special meeting of the shareholders called and held for that purpose.The Boardof Directors shall consist of not less than eleven (11) nor more than thirty-two (32) members, the exactnumber to be set from time to time by the Board. Commencing with the annual meeting of shareholders in1979, the Board of Directors shall be divided into three classes, Class I, Class II, and Class III, as nearlyequal in number as possible.At the annual meeting of shareholders in 1979, directors of the first class(Class I) shall be elected to hold office for a term expiring at the next succeeding annual meeting ofshareholders, directors of the second class (Class II) shall be elected to hold office for a term expiring atthe second succeeding annual meeting of shareholders, and directors of the third class (Class III) shall beelected to hold office for a term expiring at the third succeeding annual meeting of shareholders. At eachannual meeting of shareholders subsequent to the annual meeting of shareholders in 1979, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at thethird succeeding annual meeting. Nominees for election shall be selected and approved by the CorporateGovernance & Nominating Committee, and shall be presented to the Board of Directors for nomination forelection by the shareholders at each respective annual meeting of shareholders Any increase or decreasein the authorized number of directors shall be apportioned among the classes so as to make all classes asnearly equal in number as possible. No decrease in the authorized number of directors shall shorten theterm of any incumbent director. If it shall happen at any time that the election of directors shall not be held on the day designated by the By-Laws of the Corporation, such election may be held on any other day at aspecial meeting of the shareholders called and held for that purpose.
Pursuant to the Corporate Governance & Nominating Committee Charter, nominees for election shall be selected and approved by the Corporate Governance & Nominating Committee. The Committee will consider any director candidates recommended by shareholders in accordance with applicable laws and regulations, or as provided below. Shareholders may nominate director candidates by writing to the
Committee and providing the candidate’s name, biographical data and qualifications. The Corporation’spolicy regarding procedures to be followed by shareholders in submitting such recommendations shall be disclosed in the Corporation’s annual proxy statement.
Section 3.Election of Directors; Terms; Removals; Vacancies.If at any meeting of shareholders, due to avacancy or vacancies, or otherwise, directors of more than one class are to be elected, each class ofdirectors to be elected at the meeting shall be elected in a separate election.Each director shall hold office for the term for which he/she is elected in accordance with these By-Laws, and until his/her successor is elected and qualified or until his/her earlier death, resignation or removal. The entire Board or any one or more directors may be removed with or without cause if (1) at a meeting specially called for the purpose of removing directors, the holders of at least two-thirds of the outstanding shares of stock then entitled to vote in elections of directors shall vote for such removal, and (2) as to any director, the number of shares voted against removal would not be sufficient to elect him if then cumulatively voted in an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he isa part. If the office of any director is vacant by reason of death, resignation, removal or increase in the number of authorized directors due to amendment of the By-Laws, the Corporate Governance & Nominating Committee may select and approve, and a majority of the other directors (though less than a
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quorum) may appoint, a director to fill the vacancy until a successor shall have been duly elected at a shareholders meeting, which election shall be not later than the next regularly scheduled annual meeting of the shareholders. Any successor so elected at a shareholders meeting shall be elected for a term that shallexpire on the same date as the term of his predecessor would have expired.
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