Exhibit 3.1
Amendments to the By-Laws of the Company
1. Pursuant to a resolution of the Board of Directors, the By-Laws of
the Company were amended by changing the first sentence of Section 3.05 to
read in its entirety as follows:
Notice of each meeting of the Board of Directors (unless otherwise
provided in or pursuant to Section 3.03) shall be given to each director
not less than 24 hours prior to the meeting by giving oral, telephone or
written notice to a director in person, or by telegram, or not less than
four days prior to a meeting by delivering or mailing written notice to
the business address or such other address as a director shall have
designated in writing filed with the Secretary.
2. Pursuant to a resolution of the Board of Directors, the By-Laws of
the Company were amended by changing Article II to read in its entirety as
follows:
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the shareholders (the
"Annual Meeting") shall be held on the second Thursday in April of each
year at 2:00 P.M., or at such other time and date as may be fixed by
resolution of the Board of Directors. In fixing a meeting date for any
Annual Meeting, the Board of Directors may consider such factors as it
deems relevant within the good faith exercise of its business judgment.
At each Annual Meeting, the shareholders shall elect that number of
directors equal to the number of directors in the class whose term expires
at the time of such meeting. At any such Annual Meeting, only other
business properly brought before the meeting in accordance with Section
2.14 of these By-laws may be transacted. If the election of directors
shall not be held on the date designated herein, or fixed as herein
provided, for any Annual Meeting, or any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of
shareholders (a "Special Meeting") as soon thereafter as is practicable.
2.02. Special Meetings.
(a) A Special Meeting may be called only by (i) the President, (ii)
the Secretary or (iii) the Board of Directors and shall be called by the
President upon the demand, in accordance with this Section 2.02, of the
holders of record of shares representing at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the Special
Meeting.
(b) In order that the corporation may determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a
record date to determine the shareholders entitled to make such a demand
(the "Demand Record Date"). The Demand Record Date shall not precede the
date upon which the resolution fixing the Demand Record Date is adopted by
the Board of Directors and shall not be more than ten days after the date
upon which the resolution fixing the Demand Record Date is adopted by the
Board of Directors. Any shareholder of record seeking to have shareholders
demand a Special Meeting shall, by sending written notice to the Secretary
of the corporation by hand or by certified or registered mail, return
receipt requested, request the Board of Directors to fix a Demand Record
Date. The Board of Directors shall promptly, but in all events within ten
days after the date on which a valid request to fix a Demand Record Date
is received, adopt a resolution fixing the Demand Record Date and shall
make a public announcement of such Demand Record Date. If no Demand
Record Date has been fixed by the Board of Directors within ten days after
the date on which such request is received by the Secretary, the Demand
Record Date shall be the 10th day after the first date on which a valid
written request to set a Demand Record Date is received by the Secretary.
To be valid, such written request shall set forth the purpose or purposes
for which the Special Meeting is to be held, shall be signed by one or
more shareholders of record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each such
shareholder (or proxy or other representative) and shall set forth all
information about each such shareholder and about the beneficial owner or
owners, if any, on whose behalf the request is made that would be required
to be set forth in a shareholder's notice described in paragraph (a) (ii)
of Section 2.14 of these By-laws.
(c) In order for a shareholder or shareholders to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders
of record as of the Demand Record Date of shares representing at least 10%
of all the votes entitled to be cast on any issue proposed to be
considered at the Special Meeting must be delivered to the corporation.
To be valid, each written demand by a shareholder for a Special Meeting
shall set forth the specific purpose or purposes for which the Special
Meeting is to be held (which purpose or purposes shall be limited to the
purpose or purposes set forth in the written request to set a Demand
Record Date received by the corporation pursuant to paragraph (b) of this
Section 2.02), shall be signed by one or more persons who as of the Demand
Record Date are shareholders of record (or their duly authorized proxies
or other representatives), shall bear the date of signature of each such
shareholder (or proxy or other representative), and shall set forth the
name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class and number of shares of the
corporation which are owned of record and beneficially by each such
shareholder, shall be sent to the Secretary by hand or by certified or
registered mail, return receipt requested, and shall be received by the
Secretary within seventy days after the Demand Record Date.
(d) The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.02, the Secretary receives a written
agreement signed by each Soliciting Shareholder (as defined below),
pursuant to which each Soliciting Shareholder, jointly and severally,
agrees to pay the corporation's costs of holding the Special Meeting,
including the costs of preparing and mailing proxy materials for the
corporation's own solicitation, provided that if each of the resolutions
introduced by any Soliciting Shareholder at such meeting is adopted, and
each of the individuals nominated by or on behalf of any Soliciting
Shareholder for election as a director at such meeting is elected, then
the Soliciting Shareholders shall not be required to pay such costs. For
purposes of this paragraph (d), the following terms shall have the
meanings set forth below:
(i) "Affiliate" of any Person (as defined herein) shall mean
any Person controlling, controlled by or under common control with such
first Person.
(ii) "Participant" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust, unincorporated
organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in
Rule 14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such term
in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareholder" shall mean, with respect to
any Special Meeting demanded by a shareholder or shareholders, any of
the following Persons:
(A) if the number of shareholders signing the demand or
demands of meeting delivered to the corporation pursuant to
paragraph (c) of this Section 2.02 is ten or fewer, each
shareholder signing any such demand;
(B) if the number of shareholders signing the demand or
demands of meeting delivered to the corporation pursuant to
paragraph (c) of this Section 2.02 is more than ten, each Person
who either (I) was a Participant in any Solicitation of such
demand or demands or (II) at the time of the delivery to the
corporation of the documents described in paragraph (c) of this
Section 2.02 had engaged or intended to engage in any
Solicitation of Proxies for use at such Special Meeting (other
than a Solicitation of Proxies on behalf of the corporation); or
(C) any Affiliate of a Soliciting Shareholder, if a
majority of the directors then in office determine, reasonably
and in good faith, that such Affiliate should be required to sign
the written notice described in paragraph (c) of this Section
2.02 and/or the written agreement described in this paragraph (d)
in order to prevent the purposes of this Section 2.02 from being
evaded.
(e) Except as provided in the following sentence, any Special
Meeting shall be held at such hour and day as may be designated by
whichever of the President, the Secretary or the Board of Directors shall
have called such meeting. In the case of any Special Meeting called by
the President upon the demand of shareholders (a "Demand Special
Meeting"), such meeting shall be held at such hour and day as may be
designated by the Board of Directors; provided, however, that the date of
any Demand Special Meeting shall be not more than seventy days after the
Meeting Record Date (as defined in Section 2.06 hereof); and provided
further that in the event that the directors then in office fail to
designate an hour and date for a Demand Special Meeting within ten days
after the date that valid written demands for such meeting by the holders
of record as of the Demand Record Date of shares representing at least 10%
of all the votes entitled to be cast on each issue proposed to be
considered at the Special Meeting are delivered to the corporation (the
"Delivery Date"), then such meeting shall be held at 2:00 P.M. local time
on the 100th day after the Delivery Date or, if such 100th day is not a
Business Day (as defined below), on the first preceding Business Day. In
fixing a meeting date for any Special Meeting, the President, the
Secretary or the Board of Directors may consider such factors as he or it
deems relevant within the good faith exercise of his or its business
judgment, including, without limitation, the nature of the action proposed
to be taken, the facts and circumstances surrounding any demand for such
meeting, and any plan of the Board of Directors to call an Annual Meeting
or a Special Meeting for the conduct of related business.
(f) The corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the corporation
for the purpose of promptly performing a ministerial review of the
validity of any purported written demand or demands for a Special Meeting
received by the Secretary. For the purpose of permitting the inspectors
to perform such review, no purported demand shall be deemed to have been
delivered to the corporation until the earlier of (i) five Business Days
following receipt by the Secretary of such purported demand and (ii) such
date as the independent inspectors certify to the corporation that the
valid demands received by the Secretary represent at least 10% of all the
votes entitled to be cast on each issue proposed to be considered at the
Special Meeting. Nothing contained in this paragraph (f) shall in any way
be construed to suggest or imply that the Board of Directors or any
shareholder shall not be entitled to contest the validity of any demand,
whether during or after such five Business Day period, or to take any
other action (including, without limitation, the commencement, prosecution
or defense of any litigation with respect thereto).
(g) For purposes of these By-laws, "Business Day" shall mean any
day other than a Saturday, a Sunday or a day on which banking institutions
in the State of Wisconsin are authorized or obligated by law or executive
order to close.
2.03. Place of Meeting. The Board of Directors, the President or
the Secretary may designate any place, either within or without the State
of Wisconsin, as the place of meeting for an Annual Meeting or Special
Meeting. If no designation is made, the place of meeting shall be the
principal office of the corporation. Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of Directors or by
the President or the Secretary.
2.04. Notice of Meeting. Written notice stating the date, time
and place of any meeting of shareholders shall be delivered not less than
ten days nor more than sixty days before the date of the meeting (unless a
different time period is provided by the Wisconsin Business Corporation
Law or the Restated Articles of Incorporation), either personally or by
mail, by or at the direction of the President or the Secretary, to each
shareholder of record entitled to vote at such meeting and to such other
persons as required by the Wisconsin Business Corporation Law. In the
event of any Demand Special Meeting, such notice of meeting shall be sent
not more than thirty days after the Delivery Date. If mailed, notice
pursuant to this Section 2.04 shall be deemed to be effective when
deposited in the United States mail, addressed to the shareholder at his
or her address as it appears on the stock record books of the corporation,
with postage thereon prepaid. Unless otherwise required by the Wisconsin
Business Corporation Law or the Restated Articles of Incorporation of the
corporation, a notice of an Annual Meeting need not include a description
of the purpose for which the meeting is called. In the case of any
Special Meeting, (a) the notice of meeting shall describe any business
that the Board of Directors shall have theretofore determined to bring
before the meeting and (b) in the case of a Demand Special Meeting, the
notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the corporation in
accordance with Section 2.02 of these By-laws and (ii) shall contain all
of the information required in the notice received by the corporation in
accordance with Section 2.14(b) of these By-laws. If an Annual Meeting or
Special Meeting is adjourned to a different date, time or place, the
corporation shall not be required to give notice of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment; provided, however, that if a new Meeting Record Date for an
adjourned meeting is or must be fixed, the corporation shall give notice
of the adjourned meeting to persons who are shareholders as of the new
Meeting Record Date.
2.05. Waiver of Notice. A shareholder may waive any notice
required by the Wisconsin Business Corporation Law, the Restated Articles
of Incorporation or these By-laws before or after the date and time stated
in the notice. The waiver shall be in writing and signed by the
shareholder entitled to the notice, contain the same information that
would have been required in the notice under applicable provisions of the
Wisconsin Business Corporation Law (except that the time and place of
meeting need not be stated) and be delivered to the corporation for
inclusion in the corporate records. A shareholder's attendance at any
Annual Meeting or Special Meeting, in person or by proxy, waives objection
to all of the following: (a) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting or
promptly upon arrival objects to holding the meeting or transacting
business at the meeting; and (b) consideration of a particular matter at
the meeting that is not within the purpose described in the meeting
notice, unless the shareholder objects to considering the matter when it
is presented.
2.06. Fixing of Record Date. The Board of Directors may fix in
advance a date not less than ten days and not more than seventy days prior
to the date of an Annual Meeting or Special Meeting as the record date for
the determination of shareholders entitled to notice of, or to vote at,
such meeting (the "Meeting Record Date"). In the case of any Demand
Special Meeting, (i) the Meeting Record Date shall be not later than the
30th day after the Delivery Date and (ii) if the Board of Directors fails
to fix the Meeting Record Date within thirty days after the Delivery Date,
then the close of business on such 30th day shall be the Meeting Record
Date. The shareholders of record on the Meeting Record Date shall be the
shareholders entitled to notice of and to vote at the meeting. Except as
provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of and to
vote at an Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new
Meeting Record Date, which it shall do if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.
The Board of Directors may also fix in advance a date as the record date
for the purpose of determining shareholders entitled to take any other
action or determining shareholders for any other purpose. Such record
date shall be not more than seventy days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. The record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption
or other acquisition of the corporation's shares) or a share dividend is
the date on which the Board of Directors authorizes the distribution or
share dividend, as the case may be, unless the Board of Directors fixes a
different record date.
2.07. Shareholders' List for Meetings. After a Meeting Record
Date has been fixed, the corporation shall prepare a list of the names of
all of the shareholders entitled to notice of the meeting. The list shall
be arranged by class or series of shares, if any, and show the address of
and number of shares held by each shareholder. Such list shall be
available for inspection by any shareholder, beginning two business days
after notice of the meeting is given for which the list was prepared and
continuing to the date of the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city where
the meeting will be held. A shareholder or his or her agent may, on
written demand, inspect and, subject to the limitations imposed by the
Wisconsin Business Corporation Law, copy the list, during regular business
hours and at his or her expense, during the period that it is available
for inspection pursuant to this Section 2.07. The corporation shall make
the shareholders' list available at the meeting and any shareholder or his
or her agent or attorney may inspect the list at any time during the
meeting or any adjournment thereof. Refusal or failure to prepare or make
available the shareholders' list shall not affect the validity of any
action taken at a meeting of shareholders.
2.08. Quorum and Voting Requirements; Postponements; Adjournments.
(a) Shares entitled to vote as a separate voting group may take
action on a matter at any Annual Meeting or Special Meeting only if a
quorum of those shares exists with respect to that matter. If the
corporation has only one class of stock outstanding, such class shall
constitute a separate voting group for purposes of this Section 2.08.
Except as otherwise provided in the Restated Articles of Incorporation or
the Wisconsin Business Corporation Law, a majority of the votes entitled
to be cast on the matter shall constitute a quorum of the voting group for
action on that matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of objecting
to holding the meeting or transacting business at the meeting, it is
considered present for purposes of determining whether a quorum exists for
the remainder of the meeting and for any adjournment of that meeting
unless a new Meeting Record Date is or must be set for the adjourned
meeting. If a quorum exists, except in the case of the election of
directors, action on a matter shall be approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the
action, unless the Restated Articles of Incorporation or the Wisconsin
Business Corporation Law requires a greater number of affirmative votes.
Unless otherwise provided in the Restated Articles of Incorporation, each
director to be elected shall be elected by a plurality of the votes cast
by the shares entitled to vote in the election of directors at an Annual
Meeting or Special Meeting at which a quorum is present.
(b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting;
provided, however, that a Demand Special Meeting shall not be postponed
beyond the 100th day following the Delivery Date. Any Annual Meeting or
Special Meeting may be adjourned from time to time, whether or not there
is a quorum, (i) at any time, upon a resolution by shareholders if the
votes cast in favor of such resolution by the holders of shares of each
voting group entitled to vote on any matter theretofore properly brought
before the meeting exceed the number of votes cast against such resolution
by the holders of shares of each such voting group or (ii) at any time
prior to the transaction of any business at such meeting, by the President
or pursuant to a resolution of the Board of Directors. No notice of the
time and place of adjourned meetings need be given except as required by
the Wisconsin Business Corporation Law. At any adjourned meeting at which
a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
2.09. Conduct of Meeting. The President, and in his or her
absence, a Vice President in the order provided under Section 4.06 of
these By-laws, and in their absence, any person chosen by the shareholders
present shall call any Annual Meeting or Special Meeting to order and
shall act as chairperson of the meeting, and the Secretary of the
corporation shall act as secretary of all meetings of the shareholders,
but, in the absence of the Secretary, the presiding officer may appoint
any other person to act as secretary of the meeting.
2.10. Proxies. At any Annual Meeting or Special Meeting, a
shareholder may vote his or her shares in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for the
shareholder by signing an appointment form, either personally or by his or
her attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer or agent of the corporation
authorized to tabulate votes. An appointment is valid for eleven months
from the date of its signing unless a different period is expressly
provided in the appointment form. Unless otherwise provided, a proxy may
be revoked at any time before it is voted, either by written notice filed
with the Secretary or the acting secretary of the meeting or by oral
notice given by the shareholder to the presiding officer during the
meeting. The presence of a shareholder who has filed his or her
appointment of proxy shall not itself constitute a revocation. The Board
of Directors shall have the power and authority to make rules establishing
presumptions as to the validity and sufficiently of proxies.
2.11. Voting of Shares.
(a) Each outstanding share shall be entitled to one vote upon each
matter submitted to a vote at an Annual Meeting or Special Meeting, except
to the extent that the voting rights of the shares of any class or classes
are enlarged, limited or denied by the Wisconsin Business Corporation Law
or the Restated Articles of Incorporation of the corporation.
(b) Shares held by another corporation, if a sufficient number of
shares entitled to elect a majority of the directors of such other
corporation is held directly or indirectly by this corporation, shall not
be entitled to vote at an Annual Meeting or Special Meeting, but shares
held in a fiduciary capacity may be voted.
2.12. Action without Meeting. Any action required or permitted by
the Restated Articles of Incorporation or these By-laws or any provision
of the Wisconsin Business Corporation Law to be taken at an Annual Meeting
or Special Meeting may be taken without a meeting if a written consent or
consents, describing the action so taken, is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof
and delivered to the corporation for inclusion in the corporate records.
2.13. Acceptance of Instruments Showing Shareholder Action. If
the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and
give it effect as the act of a shareholder. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of a
shareholder, the corporation, if acting in good faith, may accept the
vote, consent, waiver or proxy appointment and give it effect as the act
of the shareholder if any of the following apply:
(a) The shareholder is an entity and the name signed purports to
be that of an officer or agent of the entity.
(b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the
shareholder and, if the corporation requests, evidence of fiduciary status
acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.
(c) The name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation is presented with
respect to the vote, consent, waiver or proxy appointment.
(d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's
authority to sign for the shareholder is presented with respect to the
vote, consent, waiver or proxy appointment.
(e) Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all
co-owners.
The corporation may reject a vote, consent, waiver or proxy appointment if
the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
2.14. Notice of Shareholder Business and Nomination of Directors.
(a) Annual Meetings.
(i) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be
considered by the shareholders may be made at an Annual Meeting (A)
pursuant to the corporation's notice of meeting, (B) by or at the
direction of the Board of Directors or (C) by any shareholder of the
corporation who is a shareholder of record at the time of giving of
notice provided for in this By-law and who is entitled to vote at the
meeting and complies with the notice procedures set forth in this
Section 2.14.
(ii) For nominations or other business to be properly
brought before an Annual Meeting by a shareholder pursuant to clause (C)
of paragraph (a)(i) of this Section 2.14, 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 received by
the Secretary of the corporation at the principal offices of the
corporation not less than sixty days nor more than ninety days prior to
the second Thursday in the month of April; provided, however, that in
the event that the date of the Annual Meeting is advanced by more than
thirty days or delayed by more than sixty days from the second Thursday
in the month of April, notice by the shareholder to be timely must be so
received not earlier than the 90th day prior to the date of such Annual
Meeting and not later than the close of business on the later of (x) the
60th day prior to such Annual Meeting and (y) the 10th day following the
day on which public announcement of the date of such meeting is first
made. Such shareholder's notice shall be signed by the shareholder of
record who intends to make the nomination or introduce the other
business (or his duly authorized proxy or other representative), shall
bear the date of signature of such shareholder (or proxy or other
representative) and shall set forth: (A) the name and address, as they
appear on this corporation's books, of such shareholder and the
beneficial owner or owners, if any, on whose behalf the nomination or
proposal is made; (B) the class and number of shares of the corporation
which are beneficially owned by such shareholder or beneficial owner or
owners; (C) a representation that such shareholder is a holder of record
of shares of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to make the
nomination or introduce the other business specified in the notice; (D)
in the case of any proposed nomination for election or re-election as a
director, (I) the name and residence address of the person or persons to
be nominated, (II) a description of all arrangements or understandings
between such shareholder or beneficial owner or owners and each nominee
and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such shareholder, (III) such
other information regarding each nominee proposed by such shareholder as
would be required to be disclosed in solicitations of proxies for
elections of directors, or would be otherwise required to be disclosed,
in each case pursuant to Regulation 14A under the Exchange Act,
including any information that would be required to be included in a
proxy statement filed pursuant to Regulation 14A had the nominee been
nominated by the Board of Directors and (IV) the written consent of each
nominee to be named in a proxy statement and to serve as a director of
the corporation if so elected; and (E) in the case of any other business
that such shareholder proposes to bring before the meeting, (I) a brief
description of the business desired to be brought before the meeting
and, if such business includes a proposal to amend these By-laws, the
language of the proposed amendment, (II) such shareholder's and
beneficial owner's or owners' reasons for conducting such business at
the meeting and (III) any material interest in such business of such
shareholder and beneficial owner or owners.
(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 2.14 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of
the corporation 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 seventy days prior
to the second Wednesday in the month of April, a shareholder's notice
required by this Section 2.14 shall also be considered timely, but only
with respect to nominees for any new positions created by such increase,
if it shall be received by the Secretary at the principal 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.
(b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent
to shareholders pursuant to Section 2.04 of these By-laws. Nominations of
persons for election to the Board of Directors may be made at a Special
Meeting at which directors are to be elected pursuant to such notice of
meeting (i) by or at the direction of the Board of Directors or (ii) by
any shareholder of the corporation who (A) is a shareholder of record at
the time of giving of such notice of meeting, (B) is entitled to vote at
the meeting and (C) complies with the notice procedures set forth in this
Section 2.14. Any shareholder desiring to nominate persons for election
to the Board of Directors at such a Special Meeting shall cause a written
notice to be received by the Secretary of the corporation at the principal
offices of the corporation not earlier than ninety days prior to such
Special Meeting and not later than the close of business on the later of
(x) the 60th day prior to such Special Meeting and (y) the 10th day
following the day on which public announcement is first made of the date
of such Special Meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. Such written notice shall be
signed by the shareholder of record who intends to make the nomination (or
his duly authorized proxy or other representative), shall bear the date of
signature of such shareholder (or proxy or other representative) and shall
set forth: (A) the name and address, as they appear on the corporation's
books, of such shareholder and the beneficial owner or owners, if any, on
whose behalf the nomination is made; (B) the class and number of shares of
the corporation which are beneficially owned by such shareholder or
beneficial owner or owners; (C) a representation that such shareholder is
a holder of record of shares of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to make
the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all
arrangements or understandings between such shareholder or beneficial
owner or owners and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination is to be made by
such shareholder; (F) such other information regarding each nominee
proposed by such shareholder as would be required to be disclosed in
solicitations of proxies for elections of directors, or would be otherwise
required to be disclosed, in each case pursuant to Regulation 14A under
the Exchange Act, including any information that would be required to be
included in a proxy statement filed pursuant to Regulation 14A had the
nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 2.14 shall be eligible to serve as
directors. Only such business shall be conducted at an Annual Meeting
or Special Meeting as shall have been brought before such meeting in
accordance with the procedures set forth in this Section 2.14. The
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this
Section 2.14 and, if any proposed nomination or business is not in
compliance with this Section 2.14, to declare that such defective
proposal shall be disregarded.
(ii) For purposes of this Section 2.14, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or 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 Exchange Act.
(iii) Notwithstanding the foregoing provisions of this
Section 2.14, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.14.
Nothing in this Section 2.14 shall be deemed to limit the corporation's
obligation to include shareholder proposals in its proxy statement if
such inclusion is required by Rule 14a-8 under the Exchange Act.