annual meeting, the Corporation need not present such proposal for a vote at
such meeting, notwithstanding that proxies in respect of such vote may have
been received by the Corporation. Notwithstanding anything in these By-laws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 7. The chairman of an
annual meeting may refuse to permit any business to be brought before an annual
meeting which fails to comply with the foregoing procedures or, in the case of
a stockholder proposal, if the stockholder solicits proxies in support of such
stockholder's proposal without having made the representation required by
clause (v) of the third preceding sentence.
SECTION 8. List of Stockholders. It shall be the duty of the Secretary or
other officer who has charge of the stock ledger to prepare and make, at least
10 days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
such stockholder's name. Such list shall be produced and kept available at the
times and places required by law.
SECTION 9. Voting. Except as otherwise provided by law or by the
Certificate, each stockholder of record of any series of Preferred Stock or
Series Common Stock shall be entitled at each meeting of the stockholders to
such number of votes, if any, for each share of such stock as may be fixed in
the Certificate or in the resolution or resolutions adopted by the Board
providing for the issuance of such stock, and each stockholder of record of
Common Stock shall be entitled at each meeting of the stockholders to one vote
for each share of such stock, in each case, registered in such stockholder's
name on the books of the Corporation:
(1) on the date fixed pursuant to Section 6 of Article VII of these By-
laws as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting; or
(2) if no such record date shall have been so fixed, then at the close
of business on the day next preceding the day on which notice of such
meeting is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.
Each stockholder entitled to vote at any meeting of the stockholders may
authorize not in excess of three persons to act for such stockholder by proxy.
Any such proxy shall be delivered to the secretary of such meeting at or prior
to the time designated for holding such meeting, but in any event not later
than the time designated in the order of business for so delivering such
proxies. No such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
At each meeting of the stockholders, all corporate actions to be taken by
vote of the stockholders (except as otherwise required by law and except as
otherwise provided in the Certificate or these By-laws) shall be authorized by
a majority of the votes cast by the stockholders entitled to vote thereon who
are present in person or represented by proxy, and where a separate vote by
class or series is required, a majority of the votes cast by the stockholders
of such class or series who are present in person or represented by proxy shall
be the act of such class or series.
Unless required by law or determined by the chairman of the meeting to be
advisable, the vote on any matter, including the election of directors, need
not be by written ballot.
SECTION 10. Inspectors. The chairman of the meeting shall appoint two or
more inspectors to act at any meeting of the stockholders. Such inspectors
shall perform such duties as shall be required by law or specified by the
chairman of the meeting. Inspectors need not be stockholders. No director or
nominee for the office of director shall be appointed such inspector.
SECTION 11. Public Announcements. For the purpose of Section 7 of this
Article II and Section 3 of Article III, "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Reuters Information Service or any similar or successor news wire service or
(ii) in a communication distributed generally to stockholders and in a document
publicly filed by the Corporation with