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Exhibit A
RESOLVED, that the Amended and Restated Bylaws of the Corporation are hereby
amended as follows:
1. The current Section 11 of Article I is hereby deleted and replaced by
the following provision:
"11. Conduct of Business.
"(a) The chairman of any meeting of stockholders shall determine
the order of business and the procedures at the meeting, including
such regulation of the manner of voting and the conduct of discussion
as seem to him or her in order. The date and time of the opening and
closing of the polls for each matter upon which the stockholders will
vote at the meeting shall be announced at the meeting by the chairman.
"(b) At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation who is entitled to vote with
respect thereto and who complies with the notice procedures set forth
in this Section 11(b). For business to be properly brought before an
annual meeting by a stockholder, the business must relate to a proper
subject matter for stockholder action and the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or
mailed to and received at the principal executive offices of the
Corporation not less than sixty (60) days prior to the date of the
annual meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of
business on the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set
forth as to each matter such stockholder proposes to bring before the
annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (ii) the name and address, as they
appear on the Corporation's books, of the stockholder proposing such
business; (iii) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder; and
(iv) any material interest of such stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be brought before or conducted at an annual meeting except in
accordance with the provisions of this Section 11(b). The Chairman of
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the Corporation or other person presiding over the annual meeting
shall, if the facts so warrant, determine and declare to the meeting
that business was not properly brought before the meeting in
accordance with the provisions of this Section 11(b) and, if he or she
should so determine, he or she shall so declare to the meeting and any
such business so determined to be not properly brought before the
meeting shall not be transacted.
"At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting by or
at the direction of the Board of Directors.
"(c) Only persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible for election as
Directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders
at which directors are to be elected only: (i) by or at the direction
of the Board of Directors, or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the
meeting who complies with the notice procedures set forth in this
Section 11(c). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made by timely notice in
writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered or mailed to and received at
the principal executive offices of the Corporation not less than sixty
(60) days prior to the date of the meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior disclosure
of the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth: (i) as
to each person whom such stockholder proposes to nominate for election
or re-election as a Director, all 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 under the Securities Exchange Act of 1934, as
amended (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice (x) the name and
address, as they appear on the Corporation's books, of such
stockholder and (y) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Corporation that information required
to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a Director
of the Corporation unless nominated in accordance with the provisions
of this Section 11(c). The Chairman of the Corporation or other person
presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions and,
if he or she shall
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so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded."
2. Article XI is hereby deleted and replaced by the following new Article
XI:
"ARTICLE XI
AMENDMENT TO BYLAWS
"11.1 Amendments by Board of Directors.
"The Board of Directors is expressly empowered to adopt, amend or
repeal Bylaws of the Corporation. Any adoption, amendment or repeal of
Bylaws of the Corporation by the Board of Directors shall require the
approval of a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized
directorships at the time any resolution providing for adoption,
amendment or repeal is presented to the Board).
"11.2 Amendments by Stockholders.
"In addition to the right of the Board of Directors, as provided
in Section 11.1, above, to adopt, amend or repeal Bylaws of the
Corporation, the stockholders shall have power to adopt, amend or
repeal the Bylaws of the Corporation. In addition to any vote of the
holders of any class or series of stock of this Corporation required
by law or by the Certificate of Incorporation of the Corporation, the
affirmative vote of the holders of at least 80% of the voting power of
all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to adopt, amend
or repeal any provisions of the bylaws of the Corporation."
RESOLVED, that the officers of the Corporation are hereby authorized to take any
and all actions necessary to effectuate the foregoing resolutions.
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