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Inspectors of Elections

Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (l) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (l) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy. These inspectors shall:


determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the

existence of a quorum, and the authenticity, validity, and effect of proxies;

  • (b)

    receive votes, ballots, or consents;

  • (c)

    hear and determine all challenges and questions in any way arising in connection with the right to vote;

  • (d)

    count and tabulate all votes or consents;

  • (e)

    determine when the polls shall close;

  • (f)

    determine the result; and

  • (g)

    do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

    • 5.14

      Advance Notice of Shareholder Business and Nominations

      • (a)

        Annual Meetings of Shareholders.

      • (i)

        Nominations of persons for election to the Board of Directors and the proposal of business to be considered by

the shareholders may be made at an annual meeting of shareholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any duly authorized committee thereof, or (c) by any shareholder of the Corporation who was a shareholder of record of the Corporation at the time the notice provided for in this Section 5.14 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this Section 5.14.


For nominations or other business to be properly brought before an annual meeting of shareholders by a

shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and any


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