EXHIBIT 3.2
BYLAW AMENDMENT
Article I, Section 7 of the Bylaws was amended
to read in its entirety as follows:
Section 7. Conduct of Business.
(a) Meetings of the stockholders shall be
conducted in a fair manner but need not be governed
by any prescribed rules of order. The presiding
officer's rulings on procedural matters shall be
final. The presiding officer is authorized to
impose reasonable time limits on the remarks of
individual stockholders and may take such steps as
such officer may deem necessary or appropriate to
assure that the business of the meeting is conducted
in a fair and orderly manner.
(b) No business may be transacted at an
annual meeting of stockholders, other than business
that is either (i) specified in the notice of
meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly
authorized committee thereof), (ii) otherwise
properly brought before the annual meeting by or at
the direction of the Board of Directors (or any duly
authorized committee thereof) or (iii) otherwise
properly brought before the annual meeting by any
stockholder of the Corporation (A) who is a
stockholder of record on the date of the giving of
the notice provided for in this Section 7(b) and on
the record date for the determination of
stockholders entitled to vote at such annual meeting
and (B) who complies with the notice procedures set
forth in this Section 7(b).
In addition to any other applicable
requirements, for business to be properly brought
before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in
proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to
the Secretary must be delivered to or mailed and
received at the principal executive offices of the
Corporation not less than one hundred twenty (120)
days nor more than one hundred fifty (150) days
prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting
is called for a date that is not within thirty (30)
days before or after such anniversary date, notice
by the stockholder in order 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 annual meeting was mailed
or such public announcement of the date of the
annual meeting was made, whichever first occurs. In
no event shall the public announcement of an
adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as
described above.
To be in proper written form, a
stockholder's notice to the Secretary must 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 record
address of such stockholder, (iii) the class or
series and number of shares of capital stock of the
Corporation which are owned beneficially or of
record by such stockholder, (iv) a description of
all arrangements or understandings between such
stockholder and any other person or persons
(including their names) in connection with the
proposal of such business by such stockholder and
any material interest of such stockholder in such
business and (v) a representation that such
stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the
annual meeting of stockholders except business
brought before the annual meeting in accordance with
the procedures set forth in this Section 7(b);
provided, however, that, once business has been
properly brought before the annual meeting in
accordance with such procedures, nothing in this
Section 7(b) shall be deemed to preclude discussion
by any stockholder of any such business. If the
presiding officer of an annual meeting determines
that business was not properly brought before the
annual meeting in accordance with the foregoing
procedures, the presiding officer shall declare to
the meeting that the business was not properly
brought before the meeting and such business shall
not be transacted.
(c) Only persons who are nominated in
accordance with the following procedures shall be
eligible for election as directors of the
Corporation, except as may be otherwise provided in
the Certificate of Incorporation of the Corporation
with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a
specified number of directors in certain
circumstances. Nominations of persons for election
to the Board of Directors may be made at any annual
meeting of stockholders (i) by or at the direction
of the Board of Directors (or any duly authorized
committee thereof) or (ii) by any stockholder of the
Corporation (A) who is a stockholder of record on
the date of the giving of the notice provided for in
this Section 7(c) and on the record date for the
determination of stockholders entitled to vote at
such annual meeting and (B) who complies with the
notice procedures set forth in this Section 7(c).
In addition to any other applicable
requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely
notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to
the Secretary must be delivered to or mailed and
received at the principal executive offices of the
Corporation not less than one hundred twenty (120)
days nor more than one hundred fifty (150) days
prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting
is called for a date that is not within thirty (30)
days before or after such anniversary date, notice
by the stockholder in order 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 annual meeting was mailed
or such public announcement of the date of the
annual meeting was made, whichever first occurs. In
no event shall the public announcement of an
adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as
described above.
To be in proper written form, a
stockholder's notice to the Secretary must set forth
(i) as to each person whom the stockholder proposes
to nominate for election as a director (A) the name,
age, business address and residence address of the
person, (B) the principal occupation or employment
of the person, (C) the class or series and number of
shares of capital stock of the Corporation which are
owned beneficially or of record by the person and
(D) any other information relating to the person
that would be required to be disclosed in a proxy
statement or other filings required to be made in
connection with solicitations of proxies for
election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations
promulgated thereunder; and (ii) as to the
stockholder giving the notice (A) the name and
record address of such stockholder, (B) the class or
series and number of shares of capital stock of the
Corporation which are owned beneficially or of
record by such stockholder, (C) a description of all
arrangements or understandings between such
stockholder and each proposed nominee and any other
person or persons (including their names) pursuant
to which the nomination(s) are to be made by such
stockholder, (D) a representation that such
stockholder intends to appear in person or by proxy
at the meeting to nominate the persons named in its
notice and (E) any other information relating to
such stockholder that would be required to be
disclosed in a proxy statement or other filings
required to be made in connection with solicitations
of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to
serve as a director if elected.
No person shall be eligible for election
as a director of the Corporation unless nominated in
accordance with the procedures set forth in this
Section 7(c). If the presiding officer of the
meeting determines that a nomination was not made in
accordance with the foregoing procedures, the
presiding officer shall declare to the meeting that
the nomination was defective and such defective
nomination shall be disregarded.
Notwithstanding anything in the third
paragraph of this Section 7(c) 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 by the
Corporation naming all of the nominees for director
or specifying the size of the increased Board of
Directors at least one hundred thirty (130) days
prior to the first anniversary of the preceding
year's annual meeting, a stockholder'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 tenth (10th) day
following the day on which such public announcement
is first made by the Corporation.
(d) For purposes of this Section 7,
"public announcement" shall mean an announcement 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.