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ARTICLE 2
MEETINGS OF STOCKHOLDERS
* * * * * * *
SECTION 2.05. Quorum. Unless otherwise provided
under the certificate of incorporation or these bylaws
and subject to Delaware Law, the presence, in person or
by proxy, of the holders of a majority of the
outstanding capital stock of the Corporation entitled
to vote at a meeting of stockholders shall constitute a
quorum for the transaction of business.
SECTION 2.06. Voting. (a) Unless otherwise
provided in the certificate of incorporation and
subject to Delaware Law, each stockholder shall be
entitled to one vote for each outstanding share of
capital stock of the Corporation held by such
stockholder. Unless otherwise provided in Delaware
Law, the certificate of incorporation or these bylaws,
the affirmative vote of a majority of the shares of
capital stock of the Corporation present, in person or
by proxy, at a meeting of stockholders and entitled to
vote on the subject matter shall be the act of the
stockholders.
* * * * * * *
SECTION 2.07. Action by Consent. (a) Unless
otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or
special meeting of stockholders, or any action which
may be taken at any annual or special meeting of
stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding capital
stock having not less than the minimum number of votes
that would be necessary to authorize or take such
action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of
business, or an officer or agent of the Corporation
having custody of the book in which proceedings of
meetings of stockholders are recorded. * * * Prompt
notice of the taking of the corporate action without a
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