EXHIBIT 3.1
By action of the Board of Directors of the Company duly adopted on July 7, 2006,
the following sections of the Amended and Restated Bylaws (the "Bylaws") of the
Company were amended in their entirety as follows:
A. "2.1 ANNUAL MEETING.
(a) The annual meeting of the shareholders of the Corporation for the
election of directors and for the transaction of such other business
as may properly come before the meeting shall be held each year on a
date and at a time and place to be set by the Board of Directors.
(b) Nominations of persons for election to the Board of Directors and
the proposal of business to be transacted by the shareholders may be
made at an annual meeting of shareholders (i) pursuant to the
Corporation's notice with respect to such meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of
the Corporation who was a shareholder of record at the time of
giving of the notice provided for in this Section 2.1, who is
entitled to vote for the election of directors or such other
business at the meeting and who has complied with the notice
procedures set forth in this Section 2.1.
(c) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of
paragraph (b) of this Section 2.1:
(i) the shareholder must have given timely notice thereof in
writing to the secretary of the Corporation, as provided in this
Section 2.1;
(ii) if the shareholder, or the beneficial owner on whose
behalf any such proposal or nomination is made, has provided the
Corporation with a Solicitation Notice (as defined below), such
shareholder or beneficial owner must, in the case of a proposal,
have delivered a proxy statement and form of proxy to holders of at
least the percentage of the Corporation's voting shares required
under applicable law to carry any such proposal, or, in the case of
a nomination or nominations, have delivered a proxy statement and
form of proxy to holders of a percentage of the Corporation's voting
shares reasonably believed by such shareholder or beneficial holder
to be sufficient to elect the nominee or nominees proposed to be
nominated by such shareholder, and must, in either case, have
included in such materials the Solicitation Notice; and
(iii) if no Solicitation Notice relating thereto has been
timely provided pursuant to this section, the shareholder or
beneficial owner proposing such business or nomination must not have
solicited a number of proxies sufficient to have required the
delivery of such a Solicitation Notice under this section.
(d) To be timely, a shareholder's notice shall be delivered to the
secretary at the principal executive offices of the Corporation, in
the case of a proposal or nomination, not less than 90 or more than
120 days before the first anniversary (the "Anniversary") of the
date on which the Corporation held the preceding year's annual
meeting of shareholders; provided, however, that for the 2006 annual
meeting of shareholders, a shareholder's notice for a nomination or
nominations shall be delivered to the secretary not less than 75
days before the anniversary of the 2005 annual meeting of
shareholders; provided further, however, that in the event that no
annual meeting was held in the previous year or if the date of the
annual meeting is advanced more than 30 days before or delayed by
more than 30 days after the anniversary of the preceding year's
annual meeting, notice by the shareholder to be timely must be so
delivered not less than 60 or more than 90 days before such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such
shareholder's notice shall set forth:
(i) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in
solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and such person's written
consent to serve as a director if elected;
(ii) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of such business, the
reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and
(iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal
is made (A) the name and address of such shareholder, as they appear
on the Corporation's books, and of such beneficial owner, (B) the
class and number of shares of the Corporation that are owned
beneficially and of record by such shareholder and such
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beneficial owner, (C) any material interest of the shareholder in
such business, (D) any other information that is required to be
provided by the shareholder pursuant to Regulation 14A under 1934
Act, and (E) whether either such shareholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders
of, in the case of a proposal, at least the percentage of the
Corporation's voting shares required under applicable law to carry
the proposal or, in the case of a nomination or nominations, a
sufficient number of holders of the Corporation's voting shares to
elect such nominee or nominees (an affirmative statement of such
intent, a "Solicitation Notice").
(e) Notwithstanding anything in this Section 2.1 to the contrary, in the
event that the number of directors to be elected to the Board of
Directors is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 55
days before the Anniversary, a shareholder's notice required by this
Bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall
be delivered to the secretary at the principal executive offices of
the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by
the Corporation.
(f) Only persons nominated in accordance with the procedures set forth
in this Section 2.1 shall be eligible to serve as directors and only
such business shall be conducted at an annual meeting of
shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this section. The
chairman of the 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 in accordance with the
procedures set forth in these Bylaws and, if any proposed nomination
or business is not in compliance with these Bylaws, to declare that
such defectively proposed business or nomination shall not be
presented for shareholder action at the meeting and shall be
disregarded.
(g) For purposes of these Bylaws, 'public announcement' shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or a comparable 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
1934 Act.
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(h) Notwithstanding the foregoing, in order to include information with
respect to a shareholder proposal or nomination in the proxy
statement and form of proxy for a shareholders' meeting,
shareholders must provide notice as required by the regulations
promulgated under the 1934 Act.
(i) Nothing in this Section 2.1 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the 1934 Act."
B. "2.2 SPECIAL MEETINGS.
(a) Special meetings of the shareholders for any purpose or purposes may
be called at any time by a majority of the Board of Directors or by
the Chairperson of the Board (if one be elected) or by the Chief
Executive Officer. The Board of Directors may designate any place as
the place of any special meeting called by the Chairperson, the
Chief Executive Officer or the Board.
(b) Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to
be elected pursuant to the Corporation's notice of meeting (i) by or
at the direction of the Board of Directors or (ii) by any
shareholder of record at the time of giving of notice provided for
in this paragraph, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section
2.2. Nominations by shareholders of persons for election to the
Board of Directors may be made at such a special meeting of
shareholders if the shareholder's notice has been delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the later of the 90th day before
such special meeting or the 10th day following the day on which
public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected
at such meeting.
(c) Nothing in this Section 2.2 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the 1934 Act."
C. "3.3 ELECTION. Except as provided in Section 3.3 below, and unless
otherwise provided in the Articles of Incorporation, at the first annual
meeting of shareholders and at each annual meeting thereafter, the
shareholders shall elect directors to hold office until the next annual
meeting at which the term of office of the class to which they have been
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elected expires. If at any time, by reason of death or resignation or
other cause, the Corporation should have no directors in office, then any
officer or any shareholder may call a special meeting of shareholders in
accordance with the provisions of the Articles of Incorporation or these
Bylaws. Despite the expiration of a director's term, the director shall
continue to serve until the director's successor shall have been elected
and qualified or until there is a decrease in the number of directors."
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