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Exhibit 3.1A
FURON COMPANY
Bylaw Amendments Effective August 25, 1998
(Advance Notice Provisions)
RESOLVED, that the Bylaws of this corporation are hereby amended to add
Section 14 to Article II thereof, to read in its entirety as set forth below:
Section 14. PROPER BUSINESS FOR SHAREHOLDER MEETINGS.
(a) Nominations and Shareholder Business at Annual
Meetings of Shareholders. At an annual meeting of shareholders,
only such business shall be proper as shall be brought before the
meeting (i) pursuant to the corporation's notice of meeting, (ii)
by or at the direction of the Board, or (iii) by any shareholder
of the corporation who was a shareholder of record at the time of
giving of notice provided for in this Section 14(a), who is
entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 14(a).
For nominations of persons for election to the Board or
other business to be properly brought before an annual meeting by
a shareholder pursuant to clause (iii) of paragraph (a) of this
Section 14, the shareholder must have given timely notice thereof
in writing to the Secretary of the corporation. To be timely, a
shareholder's notice shall be delivered to the Secretary at the
principal executive office of the corporation not less than
ninety (90) days nor more than one-hundred twenty (120) days
prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of
the annual meeting is advanced or delayed by more than thirty
(30) days from such anniversary date, notice by the shareholder
to be timely must be so delivered not earlier than the
one-hundred twentieth (120) day prior to such annual meeting and
not later than the close of business on the later of the
ninetieth (90th) day prior to such annual meeting or the tenth
(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,
(A) the name, age, business address and residence address of such
person, (B) the class and number of shares of capital stock of
the corporation that are beneficially owned by such person, and
(C) all other information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a
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director if elected); (ii) as to any other business that the
shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, 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, the name and address of such shareholder, as
they appear on the corporation's books, and of such beneficial
owner and the class and number of shares of stock of the
corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
(b) Director Nominations and Shareholder Business at
Special Meetings of Shareholders. Only such business shall be
proper at a special meeting of shareholders as shall have been
brought before the special meeting pursuant to the corporation's
notice of meeting. Nominations of persons for election to the
Board 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, or (ii)
provided that the Board has determined that directors shall be
elected at such special meeting, by any shareholder of the
corporation who is a shareholder of record at the time of giving
of notice provided for in this Section 14(b), who is entitled to
vote at the meeting and who has complied with the notice
procedures set forth in this Section 14(b). In the event the
corporation calls a special meeting of shareholders for the
purpose of electing one or more directors of the Board, any such
shareholder may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the
corporation's notice of meeting, if the shareholder delivers a
notice meeting the requirements set forth in paragraph (a) of
this Section 14 to the Secretary at the principal executive
office of the corporation not earlier than the one-hundred
twentieth (120th) day prior to such special meeting and not later
than the close of business on the later of the ninetieth (90th)
day prior to such special meeting or the tenth (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 to be elected at such meeting.
(c) General. Only such persons who are nominated in
accordance with the procedures set forth in this Section 14 shall
be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Section 14.
For purposes of this Section 14, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones New Service, Associated Press, Business Wire or comparable
news service or in a document publicly filed
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by the corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this Section
14, a shareholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth
in this Section 14. Nothing in this Section 14 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 (or any successor provision) under the Exchange Act.
RESOLVED, that Section 4 of Article II of the Corporation's Bylaws is
hereby amended and restated to read in its entirety as set forth below:
Section 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Written notice
of each annual or special meeting of shareholders shall be given not
less than ten (10) nor more than sixty (60) days before the date of the
meeting to each shareholder entitled to vote thereat. Such notice shall
state the place, date and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted,
and that no other business may be transacted, or (ii) in the case of the
annual meeting, those matters which the Board, at the time of the
mailing of the notice, intends to present for action by the
shareholders, but subject to the provisions of applicable law, any
matter that is proper under Section 14 of this Article may be presented
at the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended
at the time of the notice to be presented by management for election.
Notice of a shareholders' meeting shall be given either
personally or by mail or by other means of written communication,
addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation or given by the shareholder to
the corporation for the purpose of notice, or, if no such address
appears or is given, at the place where the principal executive office
of the corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal
executive office is located. Notice by mail shall be deemed to have been
given at the time a written notice is deposited in the United States
mails, postage prepaid. Any other written notice shall be deemed to have
been given at the time it is personally delivered to the recipient or is
delivered to a common carrier for transmission, or actually transmitted
by the person giving the notice by electronic means, to the recipient.
RESOLVED, that Section 13 of Article II of the Corporation's Bylaws is
hereby amended and restated to read in its entirety as set forth below:
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Section 13. CONDUCT OF MEETING. The Chairman of the Board shall
preside as chairman at all meetings of the shareholders. The chairman
shall conduct each such meeting in a businesslike and fair manner, but
shall not be obligated to follow any technical, formal or parliamentary
rules or principles of procedure. The chairman shall have the power to
determine whether any nomination or other business is properly brought
before the meeting under these Bylaws and applicable law, and if any
such nomination or other business is not properly brought before the
meeting, the chairman shall so declare and rule that such nomination
shall be disregarded or that such business shall not be transacted (as
the case may be). Except as may be limited by applicable law, the
chairman's rulings on all procedural matters shall be conclusive and
binding on all shareholders. Without limiting the generality of the
foregoing, the chairman shall have all of the powers usually vested in
the chairman of a meeting of shareholders.
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