This document outlines procedures for meetings of stockholders of The Pantry Inc., including:
- Annual meetings are held for electing directors, while special meetings can be called by the Board of Directors.
- Stockholders must give written notice between 90-120 days before annual meetings or between 90-120 days before special meetings to nominate directors or propose other business.
- A majority of outstanding shares constitutes a quorum. The Board Chairman or other officers preside over meetings and stockholders vote by plurality or majority, depending on the matter.
- Proxies can be authorized for up to 3 years unless specified otherwise. The Board can also fix record dates for determining stockholders.
This document outlines amended and restated bylaws for Office Depot, Inc. It addresses topics such as locations of registered offices, requirements for stockholder meetings, procedures for voting, and rules regarding actions taken by written consent. Key details include allowing the CEO to determine the annual stockholder meeting date and location, requiring at least 10 days notice for stockholder meetings, establishing quorum as a majority of outstanding shares, and permitting actions by written consent with consent forms signed by the required minimum number of stockholders.
This document outlines the by-laws of Rockwell Automation, Inc. regarding meetings of shareholders. It specifies that annual meetings will be held to elect directors and conduct business, as determined by the Board of Directors. Special meetings may only be called by the Board of Directors. Notice of any shareholder meeting must be given between 10 and 60 days in advance. The by-laws also specify requirements for shareholders to nominate directors or propose other business, including disclosure of share ownership and provision of biographical information on nominees.
This document outlines the by-laws of Autozone, Inc. It discusses procedures for stockholder meetings, including annual meetings, notices of meetings, quorums, voting procedures. It also discusses the board of directors, including the number of directors, nominations, vacancies, meetings, and actions that can be taken without meetings. The by-laws provide the framework for how business is conducted and decisions are made within the corporation.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Procedures for annual and special stockholder meetings, including requirements for submitting nominations of directors and proposals.
- Requirements for providing notice of stockholder meetings and fixing the record date.
- Quorum requirements and voting procedures for stockholder actions.
- Conduct of stockholder meetings and allowance for voting by proxy.
This document outlines the code of regulations for Jo-Ann Stores, Inc. regarding shareholder meetings and voting procedures. Key details include:
- The annual shareholder meeting will be held on the first Monday of June each year at the company's principal office.
- Special shareholder meetings can be called by the board chair, president, directors, or shareholders holding 50% of outstanding shares.
- Notice of any shareholder meeting must be given 10-60 days prior to the meeting date.
- A majority of outstanding shares constitutes a quorum for voting at any shareholder meeting.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and the board of directors. It discusses where shareholder and board meetings will take place, how notice will be provided, what constitutes a quorum, voting procedures, and rules regarding nominating directors and proposing other business. It also establishes committees like the executive committee and allows the board to form other committees. Finally, it specifies that the officers will consist of a CEO, President, Secretary, and Treasurer and allows for other officers to be elected.
This document outlines the by-laws of Becton, Dickinson and Company. It details procedures for shareholder meetings, including annual meetings, special meetings, notices, quorums, voting, and order of business. It also covers the nomination and election of directors, including requirements for advance notice of nominations. Finally, it addresses actions that can be taken by written consent of shareholders without a meeting.
This document outlines amended and restated bylaws for Office Depot, Inc. It addresses topics such as locations of registered offices, requirements for stockholder meetings, procedures for voting, and rules regarding actions taken by written consent. Key details include allowing the CEO to determine the annual stockholder meeting date and location, requiring at least 10 days notice for stockholder meetings, establishing quorum as a majority of outstanding shares, and permitting actions by written consent with consent forms signed by the required minimum number of stockholders.
This document outlines the by-laws of Rockwell Automation, Inc. regarding meetings of shareholders. It specifies that annual meetings will be held to elect directors and conduct business, as determined by the Board of Directors. Special meetings may only be called by the Board of Directors. Notice of any shareholder meeting must be given between 10 and 60 days in advance. The by-laws also specify requirements for shareholders to nominate directors or propose other business, including disclosure of share ownership and provision of biographical information on nominees.
This document outlines the by-laws of Autozone, Inc. It discusses procedures for stockholder meetings, including annual meetings, notices of meetings, quorums, voting procedures. It also discusses the board of directors, including the number of directors, nominations, vacancies, meetings, and actions that can be taken without meetings. The by-laws provide the framework for how business is conducted and decisions are made within the corporation.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Procedures for annual and special stockholder meetings, including requirements for submitting nominations of directors and proposals.
- Requirements for providing notice of stockholder meetings and fixing the record date.
- Quorum requirements and voting procedures for stockholder actions.
- Conduct of stockholder meetings and allowance for voting by proxy.
This document outlines the code of regulations for Jo-Ann Stores, Inc. regarding shareholder meetings and voting procedures. Key details include:
- The annual shareholder meeting will be held on the first Monday of June each year at the company's principal office.
- Special shareholder meetings can be called by the board chair, president, directors, or shareholders holding 50% of outstanding shares.
- Notice of any shareholder meeting must be given 10-60 days prior to the meeting date.
- A majority of outstanding shares constitutes a quorum for voting at any shareholder meeting.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and the board of directors. It discusses where shareholder and board meetings will take place, how notice will be provided, what constitutes a quorum, voting procedures, and rules regarding nominating directors and proposing other business. It also establishes committees like the executive committee and allows the board to form other committees. Finally, it specifies that the officers will consist of a CEO, President, Secretary, and Treasurer and allows for other officers to be elected.
This document outlines the by-laws of Becton, Dickinson and Company. It details procedures for shareholder meetings, including annual meetings, special meetings, notices, quorums, voting, and order of business. It also covers the nomination and election of directors, including requirements for advance notice of nominations. Finally, it addresses actions that can be taken by written consent of shareholders without a meeting.
These forms are provided as informational templates and may not be appropriate for a given situation without consulting an attorney. The document contains sample bylaws for a corporation, including sections on offices, shareholders, directors, meetings, voting procedures, and informal actions. Users are warned that the forms may not apply in all jurisdictions and their specific facts require legal review before using the templates.
This document contains the by-laws of Constellation Energy Group, Inc. It outlines the company's name and headquarters location in Article I. Article II describes procedures for stockholder meetings, including requiring at least 10 days notice for annual meetings and specifying the information that must be provided for any stockholder-proposed nominations or business to be addressed. It also establishes that a majority of outstanding shares constitutes a quorum for voting purposes.
This document summarizes various types of company meetings including statutory meetings, annual general meetings, extraordinary general meetings, directors' meetings, and proceedings at meetings. It provides details on the definition, occasion, notice requirements, purpose, and other procedural aspects of each type of meeting. Key points covered include that statutory meetings must be held within 3 months of business commencement, annual general meetings must be held yearly, and extraordinary meetings are for special occasions.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
In the context of a company, the word ‘meeting’ implies
The coming together of a certain number of members;
For transacting the business in the agenda;
For which a previous notice has been issued.
The document provides amended and restated bylaws for Cisco Systems, Inc. that were last amended on March 22, 2007. Key details include:
- The annual shareholder meeting will be held each year on the second Thursday in November at 10:00 am at the company's principal office.
- Special shareholder meetings can be called by the Chairman, CEO, President, Board of Directors, or shareholders holding at least 10% of voting shares.
- Notice of any shareholder meeting must be given to shareholders no less than 10 days before a meeting, informing them of time, place, and business to be discussed.
This document provides information about statutory meetings that must be held by certain types of companies under Indian law. It explains that a statutory meeting is the first general meeting that must be held by a public company limited by shares or guarantee within 1-6 months of receiving its business commencement certificate. The meeting allows members to discuss matters relating to the formation of the company such as property acquired, financial status, contracts, and receipts/payments. The document outlines the notice, agenda, report, and other procedural requirements for statutory meetings under the Companies Act.
This document discusses the different modes of winding up a company according to the Indian Companies Act of 1956. It can be wound up through compulsory winding up by the court, members' voluntary winding up, or creditors' voluntary winding up. The document provides details on the procedures and requirements for each type of winding up. It explains key terms like compulsory winding up, contributory, liquidator, and their roles in the winding up process.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
There are several types of company meetings defined in law. A company meeting involves two or more persons gathering to discuss matters of common business interest. Statutory meetings include the initial Statutory Meeting that must be held within 6 months of incorporation to approve contracts specified in the prospectus, and the Annual General Meeting that must be held every year to present financial reports, declare dividends, and elect directors. Other regular meetings include Board of Directors meetings, Creditors' meetings, and meetings of shareholders belonging to a specific class. Extraordinary General Meetings can be convened as needed by the board or shareholders. All company meetings must follow proper notice and quorum procedures to be considered valid.
The document discusses various aspects of winding up a company in India. It defines winding up as the process by which a company is dissolved and its assets realized to pay debts. There are three main types of winding up: compulsory by tribunal, members' voluntary, and creditors' voluntary. The tribunal can order compulsory winding up for reasons like inability to pay debts or acting against public interest. Voluntary winding up involves shareholder or creditor resolutions. Winding up has consequences like stay of legal proceedings and responsibility of directors to submit company records to the tribunal or liquidator.
- The bylaws outline the governance structure for Tech Data Corporation, including provisions for stockholder meetings, the board of directors, and officers.
- The principal office is located in Clearwater, Florida. Annual stockholder meetings will be held within 5 months of the fiscal year end. Special meetings can be called by the CEO, board, or stockholders holding at least 10% of shares.
- The board will have between 1-13 directors, divided into three classes with staggered terms. Regular board meetings will be held without notice, while special meetings require 2 days' notice. A majority of directors constitutes a quorum for board meetings.
This document outlines the by-laws of CSA Makati 91, Inc. It discusses the organization of meetings of members, including annual meetings, monthly/special meetings, notices of meetings, quorums, and voting procedures. It also outlines the structure of the Board of Trustees, including their powers and duties, qualifications for trustees, vacancies, and terms. Finally, it discusses the election and roles of officers, including the Executive Director, Deputy Executive Director, Secretary, Treasurer, and Auditor. Committees and functions are also established for a Homecoming Committee and Outreach Committee.
The document outlines the bylaws of Weyerhaeuser Company, including provisions regarding:
1) The principal office and registered agent located in Federal Way, Washington.
2) Requirements for shareholder meetings, including annual meetings in April, special meetings called by the board of directors, and record dates for determining shareholders entitled to notice and voting.
3) Details on the board of directors, including the number of directors, nominations process, and requirements that director nominees must meet. Directors are elected by a majority of votes cast.
The document provides an overview of key changes introduced in the Companies Act 2013 compared to the previous Companies Act 1956. Some of the major changes include the introduction of new classes of companies like One Person Company and Dormant Company, greater accountability of directors and auditors, emphasis on corporate governance and investor protection, mandatory spending on corporate social responsibility, and establishment of the National Company Law Tribunal. The new Act aims to transition to a regime of self-regulation with simplified procedures and more e-governance.
The document outlines statutory duties imposed on directors and officers of companies by corporate legislation. It discusses requirements such as obtaining shareholder approval for substantial acquisitions/disposals of company property, issuing shares, holding a statutory meeting for public companies within 3 months of operations, and producing a statutory report with financial details for shareholders. Failure to comply with these duties can result in penalties such as fines or imprisonment for directors.
The document provides an overview of The Pantry, Inc., a leading convenience store retailer concentrated in the southeastern United States. It discusses the company's strong market position, history of top-line and EBITDA growth, proprietary merchandise offerings that drive higher margins, and gasoline strategy that maximizes fuel gross profit dollars. Recent quarters have seen volatility in gasoline CPG due to factors like higher credit card fees and fuel hedging losses.
The Pantry, Inc. is the leading independent convenience store operator in the Southeastern United States, with 1,644 store locations across eleven states. In fiscal year 2007, the company acquired 152 stores and opened 10 new stores. Total revenue increased 16% to $6.9 billion due to acquisitions and a 2.3% increase in comparable store merchandise sales. However, net income declined to $26.7 million from $89.2 million the previous year due to weak gasoline margins from rising crude oil prices. The company expects to leverage future earnings growth through continued acquisitions and new store development while improving merchandise and gasoline operations.
Advanced Micro Devices reported a net loss of $396 million for the quarter and $1.6 billion for the nine months ended September 29, 2007. Revenue increased 22% for the quarter but fell 9% for the nine months. Gross margin declined to 41% for the quarter and 35% for the nine months due to higher costs. Research and development expenses increased 68% for the nine months as the company worked to develop new products.
AMD produces microprocessors, memory devices, and other integrated circuits. Its purpose is to empower people through technology that enables faster processing and communication. AMD has manufacturing facilities worldwide and is headquartered in California. In 2000, AMD achieved record sales, profits, and market share, driven by the success of its AMD Athlon and Duron processors.
The document outlines the charter of The Pantry, Inc.'s Compensation and Organization Committee. The purpose of the committee is to establish and administer executive and director compensation policies, programs, and procedures, as well as assess organizational structure and executive development. The committee must be comprised of at least three independent directors appointed by the board. Key responsibilities include reviewing and determining compensation for the CEO and other executives, overseeing succession planning, and administering compensation plans.
This document summarizes a presentation given by Quest Diagnostics at the UBS 2007 Global Life Sciences Conference. It discusses Quest Diagnostics' leadership position in the diagnostic testing market, its expansion into higher growth areas like gene-based and esoteric testing, and its focus on driving profitable growth through differentiation, geographic and diagnostic scope expansion, and cost reductions of $500 million. The presentation highlights Quest Diagnostics' unique value proposition and track record of integrating acquisitions to build on its strengths in the growing healthcare diagnostics industry.
These forms are provided as informational templates and may not be appropriate for a given situation without consulting an attorney. The document contains sample bylaws for a corporation, including sections on offices, shareholders, directors, meetings, voting procedures, and informal actions. Users are warned that the forms may not apply in all jurisdictions and their specific facts require legal review before using the templates.
This document contains the by-laws of Constellation Energy Group, Inc. It outlines the company's name and headquarters location in Article I. Article II describes procedures for stockholder meetings, including requiring at least 10 days notice for annual meetings and specifying the information that must be provided for any stockholder-proposed nominations or business to be addressed. It also establishes that a majority of outstanding shares constitutes a quorum for voting purposes.
This document summarizes various types of company meetings including statutory meetings, annual general meetings, extraordinary general meetings, directors' meetings, and proceedings at meetings. It provides details on the definition, occasion, notice requirements, purpose, and other procedural aspects of each type of meeting. Key points covered include that statutory meetings must be held within 3 months of business commencement, annual general meetings must be held yearly, and extraordinary meetings are for special occasions.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
In the context of a company, the word ‘meeting’ implies
The coming together of a certain number of members;
For transacting the business in the agenda;
For which a previous notice has been issued.
The document provides amended and restated bylaws for Cisco Systems, Inc. that were last amended on March 22, 2007. Key details include:
- The annual shareholder meeting will be held each year on the second Thursday in November at 10:00 am at the company's principal office.
- Special shareholder meetings can be called by the Chairman, CEO, President, Board of Directors, or shareholders holding at least 10% of voting shares.
- Notice of any shareholder meeting must be given to shareholders no less than 10 days before a meeting, informing them of time, place, and business to be discussed.
This document provides information about statutory meetings that must be held by certain types of companies under Indian law. It explains that a statutory meeting is the first general meeting that must be held by a public company limited by shares or guarantee within 1-6 months of receiving its business commencement certificate. The meeting allows members to discuss matters relating to the formation of the company such as property acquired, financial status, contracts, and receipts/payments. The document outlines the notice, agenda, report, and other procedural requirements for statutory meetings under the Companies Act.
This document discusses the different modes of winding up a company according to the Indian Companies Act of 1956. It can be wound up through compulsory winding up by the court, members' voluntary winding up, or creditors' voluntary winding up. The document provides details on the procedures and requirements for each type of winding up. It explains key terms like compulsory winding up, contributory, liquidator, and their roles in the winding up process.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
There are several types of company meetings defined in law. A company meeting involves two or more persons gathering to discuss matters of common business interest. Statutory meetings include the initial Statutory Meeting that must be held within 6 months of incorporation to approve contracts specified in the prospectus, and the Annual General Meeting that must be held every year to present financial reports, declare dividends, and elect directors. Other regular meetings include Board of Directors meetings, Creditors' meetings, and meetings of shareholders belonging to a specific class. Extraordinary General Meetings can be convened as needed by the board or shareholders. All company meetings must follow proper notice and quorum procedures to be considered valid.
The document discusses various aspects of winding up a company in India. It defines winding up as the process by which a company is dissolved and its assets realized to pay debts. There are three main types of winding up: compulsory by tribunal, members' voluntary, and creditors' voluntary. The tribunal can order compulsory winding up for reasons like inability to pay debts or acting against public interest. Voluntary winding up involves shareholder or creditor resolutions. Winding up has consequences like stay of legal proceedings and responsibility of directors to submit company records to the tribunal or liquidator.
- The bylaws outline the governance structure for Tech Data Corporation, including provisions for stockholder meetings, the board of directors, and officers.
- The principal office is located in Clearwater, Florida. Annual stockholder meetings will be held within 5 months of the fiscal year end. Special meetings can be called by the CEO, board, or stockholders holding at least 10% of shares.
- The board will have between 1-13 directors, divided into three classes with staggered terms. Regular board meetings will be held without notice, while special meetings require 2 days' notice. A majority of directors constitutes a quorum for board meetings.
This document outlines the by-laws of CSA Makati 91, Inc. It discusses the organization of meetings of members, including annual meetings, monthly/special meetings, notices of meetings, quorums, and voting procedures. It also outlines the structure of the Board of Trustees, including their powers and duties, qualifications for trustees, vacancies, and terms. Finally, it discusses the election and roles of officers, including the Executive Director, Deputy Executive Director, Secretary, Treasurer, and Auditor. Committees and functions are also established for a Homecoming Committee and Outreach Committee.
The document outlines the bylaws of Weyerhaeuser Company, including provisions regarding:
1) The principal office and registered agent located in Federal Way, Washington.
2) Requirements for shareholder meetings, including annual meetings in April, special meetings called by the board of directors, and record dates for determining shareholders entitled to notice and voting.
3) Details on the board of directors, including the number of directors, nominations process, and requirements that director nominees must meet. Directors are elected by a majority of votes cast.
The document provides an overview of key changes introduced in the Companies Act 2013 compared to the previous Companies Act 1956. Some of the major changes include the introduction of new classes of companies like One Person Company and Dormant Company, greater accountability of directors and auditors, emphasis on corporate governance and investor protection, mandatory spending on corporate social responsibility, and establishment of the National Company Law Tribunal. The new Act aims to transition to a regime of self-regulation with simplified procedures and more e-governance.
The document outlines statutory duties imposed on directors and officers of companies by corporate legislation. It discusses requirements such as obtaining shareholder approval for substantial acquisitions/disposals of company property, issuing shares, holding a statutory meeting for public companies within 3 months of operations, and producing a statutory report with financial details for shareholders. Failure to comply with these duties can result in penalties such as fines or imprisonment for directors.
The document provides an overview of The Pantry, Inc., a leading convenience store retailer concentrated in the southeastern United States. It discusses the company's strong market position, history of top-line and EBITDA growth, proprietary merchandise offerings that drive higher margins, and gasoline strategy that maximizes fuel gross profit dollars. Recent quarters have seen volatility in gasoline CPG due to factors like higher credit card fees and fuel hedging losses.
The Pantry, Inc. is the leading independent convenience store operator in the Southeastern United States, with 1,644 store locations across eleven states. In fiscal year 2007, the company acquired 152 stores and opened 10 new stores. Total revenue increased 16% to $6.9 billion due to acquisitions and a 2.3% increase in comparable store merchandise sales. However, net income declined to $26.7 million from $89.2 million the previous year due to weak gasoline margins from rising crude oil prices. The company expects to leverage future earnings growth through continued acquisitions and new store development while improving merchandise and gasoline operations.
Advanced Micro Devices reported a net loss of $396 million for the quarter and $1.6 billion for the nine months ended September 29, 2007. Revenue increased 22% for the quarter but fell 9% for the nine months. Gross margin declined to 41% for the quarter and 35% for the nine months due to higher costs. Research and development expenses increased 68% for the nine months as the company worked to develop new products.
AMD produces microprocessors, memory devices, and other integrated circuits. Its purpose is to empower people through technology that enables faster processing and communication. AMD has manufacturing facilities worldwide and is headquartered in California. In 2000, AMD achieved record sales, profits, and market share, driven by the success of its AMD Athlon and Duron processors.
The document outlines the charter of The Pantry, Inc.'s Compensation and Organization Committee. The purpose of the committee is to establish and administer executive and director compensation policies, programs, and procedures, as well as assess organizational structure and executive development. The committee must be comprised of at least three independent directors appointed by the board. Key responsibilities include reviewing and determining compensation for the CEO and other executives, overseeing succession planning, and administering compensation plans.
This document summarizes a presentation given by Quest Diagnostics at the UBS 2007 Global Life Sciences Conference. It discusses Quest Diagnostics' leadership position in the diagnostic testing market, its expansion into higher growth areas like gene-based and esoteric testing, and its focus on driving profitable growth through differentiation, geographic and diagnostic scope expansion, and cost reductions of $500 million. The presentation highlights Quest Diagnostics' unique value proposition and track record of integrating acquisitions to build on its strengths in the growing healthcare diagnostics industry.
The Quest Diagnostics Compensation Committee is responsible for:
1. Approving compensation for executive officers, including the CEO, evaluating CEO performance, and overseeing executive succession planning.
2. Administering the company's compensation plans and reviewing long-term incentive plans.
3. Ensuring proper disclosure of executive compensation and preparing the annual compensation report.
The Committee has the authority to retain advisors and consultants to assist in its duties of evaluating executive compensation.
Advanced Micro Devices reported financial results for the second quarter of 2008 that showed a net loss of $1.19 billion compared to a net loss of $600 million in the second quarter of 2007. Revenue from continuing operations was $1.35 billion, up 3% from the previous year. The larger net loss was primarily due to an $876 million impairment charge related to discontinued operations. Excluding discontinued operations, the operating loss was $143 million compared to an operating loss of $396 million in the prior year, as gross margin improved to 52% from 34% a year ago.
This document provides Stryker's financial highlights for 2008 compared to 2007. Key points include:
- Sales increased 12% to $6.718 billion in 2008 from $6.000 billion in 2007.
- Earnings from continuing operations before taxes increased 15.3% to $1.580 billion in 2008.
- Net earnings from continuing operations increased 16.3% to $1.147 billion in 2008.
- Diluted earnings per share from continuing operations increased 17.3% to $2.78 in 2008.
- Advanced Micro Devices reported financial results for the second quarter of 2006, with net sales of $1.216 billion and net income of $88.8 million. For the first half of 2006, AMD reported net sales of $2.548 billion and net income of $273.4 million.
- AMD's gross margin percentage increased to 56.8% in Q2 2006 from 39.2% in the same quarter of 2005, and increased to 57.6% for the first half of 2006 from 36.7% in the first half of 2005.
- Research and development expenses were $278.7 million for Q2 2006, while marketing, general and administrative expenses were $309.5 million.
The Pantry Inc. achieved record financial results in fiscal 2000 through strategic acquisitions that added 143 new stores across six states, extending its presence in key Southeastern markets. The acquisitions included 49 Kangaroo stores in Georgia, 14 MiniMart stores in South Carolina, 19 Big K stores and 17 Metro Petroleum stores that allowed entry into the Mississippi market. The Pantry executed an aggressive growth strategy focused on identifying acquisition targets with proven high-volume sales that complemented its existing profitable store network. This growth drove a 44.9% increase in revenues and a 34.4% rise in net income for the year.
- Advanced Micro Devices reported a net loss of $1.4 billion for the quarter ending December 27, 2008, compared to a net loss of $127 million for the previous quarter and a net loss of $1.8 billion for the same quarter last year.
- For the full year 2008, AMD reported a net loss of $3.1 billion compared to a net loss of $3.4 billion in 2007.
- Revenue for Q4 2008 was $1.2 billion, down 35% from the previous quarter and 33% from Q4 2007. For the full year, revenue was $5.8 billion, down 1% from 2007.
This document is an SEC Form 10-K annual report filed by Advanced Micro Devices (AMD) for the fiscal year ending December 28, 2003. It provides an overview of AMD's business operations, legal proceedings, risks, financial statements, and other required disclosures. Specifically, it summarizes AMD's key developments in 2003, including introducing new microprocessor products and forming a new joint venture called FASL LLC with Fujitsu to produce and market Flash memory products. It also describes AMD's facilities, product portfolio, and plans to construct a new 300mm wafer fabrication facility to meet anticipated demand.
The document provides an overview of The Pantry, Inc., a leading convenience store chain in the Southeastern United States. Some key points:
- The Pantry operates over 1,650 convenience stores across 11 states, primarily under the Kangaroo Express brand.
- It discusses the company's strong market positions, benefits from consumer trends toward convenience shopping, and opportunities for further growth and consolidation in the highly fragmented industry.
- Financial highlights include consistent growth in merchandise sales, retail gas gallons sold, EBITDA, and strong merchandise margins above industry averages.
The Pantry, Inc. is the largest independently operated convenience store chain in the southeastern United States, operating 1,385 stores across 10 states under brands such as The Pantry, Kangaroo Express, Golden Gallon, and Lil' Champ Food Store. In fiscal year 2003, The Pantry saw improved financial performance with earnings per share of $0.82 compared to $0.10 in 2002. Key initiatives included completing a store reset program to boost sales and margins, negotiating new gasoline supply agreements, upgrading 173 stores with new branding, and acquiring 138 Golden Gallon stores.
This document contains the amended and restated by-laws of Quest Diagnostics Incorporated, a Delaware corporation, as amended through February 11, 2009. The by-laws outline procedures for stockholder meetings, the board of directors, officers, execution of instruments, deposits, finances, capital stock, seal and offices, indemnification, and amendments to the by-laws. Key sections include requirements for advance notice by stockholders of business or nominations to be brought at annual meetings, the composition and duties of the board of directors and officers, and indemnification of directors and officers.
1. Stryker Corporation is a global medical technology company focused on reconstructive, medical and surgical, and neurotechnology and spine products.
2. For 2007, Stryker reported net sales of $6 billion, net earnings of $1.02 billion, and diluted earnings per share of $2.44, representing year-over-year growth of 17%, 31%, and 29%, respectively.
3. On an adjusted basis, Stryker reported net earnings from continuing operations of $999 million and adjusted diluted earnings per share from continuing operations of $2.40 for 2007, representing year-over-year growth of 21% and 20%, respectively.
Stryker Corporation is a global leader in orthopaedics and other medical specialties. The 2004 annual report discusses Stryker's financial results and divisions. It achieved $4.26 billion in net sales in 2004, an 18% increase over 2003. The report highlights Stryker's orthopaedic implants, medical equipment, rehabilitation services, and international operations divisions. Stryker partners with medical professionals around the world to develop innovative solutions and help people lead more active lives.
This document outlines AMD's worldwide standards of business conduct. It begins with an introduction and messages from leadership emphasizing AMD's commitment to ethics and compliance. It then describes AMD's vision, mission and values. The document provides principles for maintaining a respectful work environment, ethical business practices, avoiding conflicts of interest, and complying with additional legal and regulatory requirements. It concludes by addressing processes for seeking guidance, reporting concerns, and ensuring accountability.
goldman sachs Amended and Restated By-laws finance2
1) The document outlines procedures for annual and special stockholder meetings of The Goldman Sachs Group, including requirements for notice, quorum, voting, proxies, and nomination of directors by stockholders.
2) Stockholder meetings must have at least 10 days notice provided to stockholders. For annual meetings, stockholders must provide notice of any director nominations or other proposals between 90-120 days before the anniversary of the prior year's annual meeting.
3) A majority of outstanding shares constitutes a quorum at stockholder meetings. Unless otherwise specified, matters are decided by a majority vote of shares present and voting.
goldman sachs Amended and Restated By-laws finance2
1) The document outlines procedures for annual and special stockholder meetings of The Goldman Sachs Group, including requirements for notice, quorum, voting, proxies, and nomination of directors by stockholders.
2) Stockholder meetings must have at least 10 days notice provided to stockholders. For annual meetings, stockholders must provide notice of any director nominations or other proposals between 90-120 days before the anniversary of the prior year's annual meeting.
3) A majority of outstanding shares constitutes a quorum at stockholder meetings. Unless otherwise specified, matters are decided by a majority vote of shares present and voting.
This document outlines amended and restated bylaws for Office Depot, Inc. Key points include:
- It establishes procedures for stockholder meetings, including annual meetings, special meetings, notice requirements, and quorum.
- It details voting procedures for stockholders, including majority vote requirements for most matters and plurality vote for contested director elections.
- It includes a resignation policy requiring directors who do not receive a majority of votes to resign, subject to board review.
- It allows for stockholder action by written consent without a meeting under certain conditions.
This document outlines the by-laws of Autozone, Inc. regarding meetings of stockholders. It specifies that the annual meeting will be held each year to elect directors and conduct business, and stockholders must give advance notice to the Secretary of any additional business to be addressed. It also describes how special meetings may be called, the information that must be provided to stockholders prior to meetings, and requirements for stockholder lists and quorums. Stockholders may only take actions at annual or special meetings and not by written consent without a meeting.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and directors.
It specifies details such as the timing and notification requirements for annual shareholder meetings, what constitutes a quorum, voting procedures, and the process for nominating directors or proposing other business. Shareholders must give advance notice to the Secretary of any intent to nominate directors or propose other business to be considered at the annual meeting. The Chairman of the Board has the power to determine if any nominations or proposals were made in accordance with the bylaw procedures.
The document outlines the by-laws of the Gentry Honours Homeowners Association. It establishes the principal office, defines key terms like "Association" and "Owner", outlines procedures for member meetings and elections, establishes the Board of Directors and officer positions/duties, and addresses financial assessments on property owners.
The document outlines the by-laws of the Gentry Honours Homeowners Association. It establishes the association's name and principal office. It defines key terms like "association", "properties", "common area", "lot", "owner", "declarant", and "declaration". It also establishes rules for member meetings, the board of directors, officers and their duties, committees, financial assessments, and amendments to the by-laws.
The bylaws outline procedures for annual and special stockholder meetings, including requirements for notice, place of meetings, quorum, voting, and remote participation. Stockholder meetings must be held annually to elect directors and conduct business, and can also be called as special meetings. At least 7% of stock entitled to vote is needed for a quorum. Directors are elected by majority vote of stock present and voting.
The document amends and restates the bylaws of L-3 Communications Holdings, Inc. It outlines provisions related to offices and records, stockholders, the board of directors, officers, and stock certificates and transfers. Key details include requirements for annual stockholder meetings, how the board is composed and elected, committees the board may form, duties of officers like the secretary and treasurer, and that stock may be represented by physical certificates or uncertificated.
The document amends and restates the bylaws of L-3 Communications Holdings, Inc. It outlines provisions related to offices and records, stockholders, the board of directors, officers, and stock certificates and transfers. Key details include requirements for annual meetings, special meetings, notices, quorums, voting, inspector duties, and powers/composition of the board and its committees. It also specifies the elected officer positions and describes officer election, duties, and removal processes.
This document outlines the by-laws of Liz Claiborne, Inc., a Delaware corporation. It establishes provisions for stockholder meetings, the board of directors, officers, capital stock, and general matters. Key details include establishing an annual stockholder meeting, requirements for a board quorum, powers of corporate officers, rules for stock certificates and transfers, and allowing board amendments to the by-laws.
The document outlines the by-laws of Liz Claiborne, Inc., a Delaware corporation. It discusses matters such as locations of stockholder meetings, requirements for notices of meetings, procedures for electing directors and officers, and rules regarding vacancies on the board of directors. It also allows directors to participate in board meetings by teleconference.
By-laws are rules adopted by a corporation to govern its internal operations and the conduct of its officers, stockholders, and members. By-laws are permanent rules that differ from resolutions, which pertain to single acts. Valid by-laws must be consistent with law and public policy, uniform, reasonable, and not impair vested rights or contracts. By-laws bind the corporation, officers, stockholders, and members but usually not third parties or subordinate employees without knowledge. A corporation's code authorizes by-laws regarding meetings, qualifications of directors, elections, and other corporate matters, but not matters already regulated by code such as director elections.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Details meeting procedures and requirements for annual and special stockholder meetings, including notice periods, place of meetings, quorum, and voting.
- Specifies requirements for stockholder nominations for the board of directors and proposals of other business to be conducted at meetings.
- Establishes provisions for fixing record dates, maintaining voting records, and use of proxies.
This document outlines the by-laws of Schering-Plough Corporation as amended in February 2008. It addresses various topics in 3 or less sentences each:
The name and seal of the corporation are established. Shareholder meetings may be held annually with notice and a quorum required. Matters to be discussed must be included in advance notice to shareholders.
Shareholder action requires a meeting except if all shareholders consent in writing. The number of directors is set between 9-21, who are elected annually. A majority of votes can remove any director for cause.
The board of directors manages the corporation and fills any vacancies. Regular board meetings can be called without notice, while special meetings require notice.
This document discusses various aspects of company meetings and resolutions under Ugandan law. It begins with four questions regarding drafting resolutions, the concept of notice, and types of meetings and resolutions. It then provides details on these topics:
- Notice must be provided at least 21 days in advance of a meeting, though members can consent to shorter notice. It must disclose the meeting place, date, time, and general nature of business.
- Resolutions can be ordinary, extraordinary, or special. Ordinary resolutions require a simple majority while extraordinary and special resolutions have higher voting thresholds.
- Voting can occur by show of hands, poll, or proxy. Members have the right to demand a poll. Pro
The document discusses the requirements for annual general meetings (AGMs) and statutory meetings for companies in Malaysia. An AGM must be held once per calendar year to present annual accounts, declare dividends, appoint directors and auditors. A statutory meeting is the first meeting of shareholders that approves contracts specified in the prospectus and discusses the company's success in floating shares. It must be held within 6 months of the company starting business. Extraordinary general meetings can be called by directors or shareholders holding at least 10% of shares to address specific objectives.
This document outlines the bylaws of the Coto de Caza Community Association. It discusses the principal office location, purposes of the association, membership qualifications and voting rights, procedures for meetings of members, and structure and responsibilities of the board of directors. Key points include:
- The principal office is located in Newport Beach, California.
- Membership is mandatory for owners of residential lots in the Coto de Caza development.
- The board of directors consists of 3 members who are elected annually by association members.
- The board has broad powers to manage association affairs, enforce covenants, and make rules for common areas.
Similar to pantry Amended_and_Restated_Bylaws_of_The_Pantry_Inc (20)
Charter Communications held an earnings call presentation on May 3, 2007 to discuss their quarterly results and outlook. The presentation included the following:
1) Charter reported strong momentum in the first quarter of 2007 with the highest revenue, adjusted EBITDA, and RGU growth in several years driven by increased bundling of services and growth in value-added services.
2) Bundled customers increased to 41% of total customers in the first quarter of 2007 compared to 34% in the prior year. Telephone services passed increased significantly year-over-year and telephone customers more than doubled.
3) Financial results showed 10.7% revenue growth and 13.2% adjusted EBITDA growth year-
Charter Communications held an earnings call presentation on May 3, 2007 to discuss their first quarter 2007 results. The presentation included the following key points:
1) Charter experienced strong momentum in the first quarter of 2007 with the highest revenue, adjusted EBITDA, and RGU growth in over four years driven by increased bundling of services and growth in value-added services.
2) Bundling of video, internet, and telephone services increased customer penetration and ARPU, with bundled customers rising to 41% of total customers in the first quarter of 2007 compared to 34% in the first quarter of 2006.
3) Telephone services continued to show strong growth with homes passed increasing 86% compared to the
Charter Communications reported strong financial results for the second quarter of 2007, with double-digit revenue and adjusted EBITDA growth driven by increases in high-speed internet and telephone customers. Revenue grew 11% year-over-year to $1.498 billion, while adjusted EBITDA rose 11% to $539 million. The company saw strong growth in its bundled customer base and average revenue per user. Charter also continued the expansion of its advanced services such as HD and DVR set-top boxes.
Charter Communications reported financial results for the second quarter of 2007 that showed double-digit revenue and adjusted EBITDA growth compared to the second quarter of 2006. Revenue grew 11% due to increases in high-speed internet, telephone, and commercial business, while adjusted EBITDA rose 11%. The company added 166,300 total RGUs in the quarter, up 47% year-over-year, driven by growth in digital video, high-speed internet, and telephone customers. Bundled customers grew 17.7% and now make up 42% of total customers.
charter communications 4Q2007_Earnings_Presentation_vFINALfinance34
This document is the transcript from Charter Communications' 4th quarter and full year 2007 earnings call. It includes:
1) Charter Communications reported consistent revenue and adjusted EBITDA growth in the 4th quarter and full year 2007, driven by strategies to increase bundling penetration and improve customer experience.
2) The company grew revenue from high-speed internet and telephone services through customer growth and increasing ARPU. Bundling phone with cable services drove faster growth and improved customer retention.
3) Charter reduced its debt maturities through 2012 to $367 million and expects adequate liquidity through 2009 to continue investing in growth opportunities and improving service.
charter communications 4Q2007_Earnings_Presentation_vFINALfinance34
This document summarizes Charter Communications' 4th quarter and full year 2007 earnings call. It discusses the company's consistent revenue and adjusted EBITDA growth over the past five quarters. Key highlights include double-digit annual revenue growth driven by increases in high-speed internet and telephone customers. The company has focused on strategies like bundling multiple services and improving the customer experience to generate sustainable growth.
charter communications 1Q_2008_Earnings_Presentationfinance34
Charter Communications reported first quarter 2008 results. Revenue grew 10.5% to $1.56 billion driven by strong growth in high-speed internet, telephone, and commercial customers. Adjusted EBITDA also increased 10.5% to $545 million. The company added over 302,000 customers during the quarter and nearly doubled telephone customers year-over-year. Charter aims to continue growing revenue and adjusted EBITDA through bundling video, internet, and telephone services and increasing penetration of triple play customers.
charter communications 1Q_2008_Earnings_Presentationfinance34
Charter Communications reported first quarter 2008 results. Revenue grew 10.5% to $1.56 billion driven by increases in high-speed internet, telephone, and commercial customers. Adjusted EBITDA also increased 10.5% to $545 million. The company added over 302,000 customers during the quarter and nearly doubled telephone customers year-over-year to 1.1 million. Charter aims to continue growing revenue and adjusted EBITDA through bundling video, internet, and telephone services and increasing penetration of triple play packages.
charter communications 2Q_2008_Earnings_Presentation_FINALfinance34
Charter Communications reported second quarter 2008 earnings. Revenue grew 8.9% year-over-year to $1.623 billion driven by balance of rate and volume increases. Adjusted EBITDA increased 10.1% year-over-year to $591 million and the margin expanded 40 basis points to 36.4%. Total customer relationships grew 6% year-over-year with a focus on bundling video, internet, and telephone services and increasing penetration of advanced offerings.
charter communications 2Q_2008_Earnings_Presentation_FINALfinance34
Charter Communications held its second quarter 2008 earnings call on August 5, 2008. The presentation included forward-looking statements and discussed Charter's second quarter 2008 financial results. Key highlights included 8.9% revenue growth and 10.1% adjusted EBITDA growth. Charter saw increases in video, high-speed internet, and telephone customers. Bundled customer penetration reached 50% in the second quarter.
charter communications 3Q_2008_Earnings_Presentation_vFINALfinance34
Charter Communications held its third quarter 2008 earnings call on November 6, 2008. The document provides a cautionary statement regarding forward-looking statements made on the call. It notes that while Charter believes its plans, intentions and expectations are reasonable, actual results could differ materially due to risks and uncertainties. It lists some key risk factors that could cause results to differ from forward-looking statements.
charter communications 3Q_2008_Earnings_Presentation_vFINALfinance34
Charter Communications held its third quarter 2008 earnings call on November 6, 2008. The document provides a cautionary statement regarding forward-looking statements made on the call. It notes that while Charter believes its plans, intentions and expectations are reasonable, actual results could differ materially due to risks and uncertainties. The document lists some key risk factors that could cause actual results to differ from forward-looking statements.
This document is a proxy statement from Charter Communications providing information about the company's upcoming annual shareholder meeting. It details that shareholders will vote on the election of one Class A/Class B director and provides information about voting procedures. The sole nominee for the Class A/Class B director position is Ronald L. Nelson. The proxy statement also provides details about the meeting such as the voting eligibility requirements, proxy voting instructions, how to attend the meeting, and who is paying for the solicitation of proxies.
This document is a proxy statement from Charter Communications providing information for its upcoming annual shareholder meeting. It summarizes that shareholders will vote on one director nominee, Ronald L. Nelson, to serve as the Class A/Class B director on the board. It provides details on voting procedures and requirements. The other six board members will be elected solely by the Class B shareholder, Paul Allen.
Charter's broadband network provides the capacity to deliver high-speed internet access, digital video services, and interactive programming to millions of customers. Upgrading systems to broadband allows Charter to offer customers more choices through new digital services while generating new revenue streams. Charter is well-positioned for continued growth and success as the demand for broadband services increases and more applications are developed that utilize the network's massive bandwidth.
Charter Communications is the fourth largest cable television operator in the United States, serving over 6 million customers across 11 regions. The company believes that cable broadband will be the primary means of delivering new services like video, data, and voice to homes and businesses. Charter aims to deliver the full potential of broadband and provide superior customer service. The company has grown through 32 acquisitions since 1994 and successfully integrates new systems by empowering local managers and improving technology and marketing.
This document is a proxy statement from Charter Communications providing information about voting at the company's upcoming annual shareholder meeting. It outlines the items to be voted on including electing one Class A/Class B director, ratifying the 1999 Option Plan, and approving the 2001 Incentive Plan. It provides details on shareholder voting eligibility, the director nomination process, and vote requirements for passing each proposal. Shareholders are asked to vote by proxy in advance of the meeting.
- The document is Charter Communications' 2001 proxy materials and 2000 financial report. It includes information about the upcoming annual shareholder meeting such as voting procedures, director nominees, and proposals to be voted on.
- Shareholders will vote on the election of one Class A/Class B director, ratification of the 1999 Option Plan, and approval of the 2001 Incentive Plan.
- The proxy statement provides details on voting procedures, who is eligible to vote, what votes are required to pass each item, and how to complete and submit proxy cards.
Charter Communications exceeded its ambitious financial goals and customer growth targets for 2000. The company integrated millions of new customers and thousands of employees from acquisitions, while accelerating its rollout of digital cable, high-speed internet, and video on demand services. Charter's aggressive expansion strategy has positioned it as an industry leader, with operating cash flow and customer growth significantly outpacing competitors. Going forward, Charter will continue investing in its broadband network and pursuing new acquisition opportunities to further its vision of delivering advanced interactive services to homes and businesses.
Charter Communications had a very successful year in 2000:
1) They exceeded their ambitious financial goals, achieving significant revenue and cash flow growth through acquisitions and expansion of their broadband network and advanced services.
2) They reached over 1 million digital cable customers, accelerated their broadband network buildout, and were recognized as industry leaders in key performance metrics.
3) Looking ahead, Charter plans to continue growing organically and through acquisitions to attract more customers and capitalize on their technological lead in interactive digital services delivered over their high-speed broadband network.
Economic Risk Factor Update: June 2024 [SlideShare]Commonwealth
May’s reports showed signs of continued economic growth, said Sam Millette, director, fixed income, in his latest Economic Risk Factor Update.
For more market updates, subscribe to The Independent Market Observer at https://blog.commonwealth.com/independent-market-observer.
Solution Manual For Financial Accounting, 8th Canadian Edition 2024, by Libby...Donc Test
Solution Manual For Financial Accounting, 8th Canadian Edition 2024, by Libby, Hodge, Verified Chapters 1 - 13, Complete Newest Version Solution Manual For Financial Accounting, 8th Canadian Edition by Libby, Hodge, Verified Chapters 1 - 13, Complete Newest Version Solution Manual For Financial Accounting 8th Canadian Edition Pdf Chapters Download Stuvia Solution Manual For Financial Accounting 8th Canadian Edition Ebook Download Stuvia Solution Manual For Financial Accounting 8th Canadian Edition Pdf Solution Manual For Financial Accounting 8th Canadian Edition Pdf Download Stuvia Financial Accounting 8th Canadian Edition Pdf Chapters Download Stuvia Financial Accounting 8th Canadian Edition Ebook Download Stuvia Financial Accounting 8th Canadian Edition Pdf Financial Accounting 8th Canadian Edition Pdf Download Stuvia
New Visa Rules for Tourists and Students in Thailand | Amit Kakkar Easy VisaAmit Kakkar
Discover essential details about Thailand's recent visa policy changes, tailored for tourists and students. Amit Kakkar Easy Visa provides a comprehensive overview of new requirements, application processes, and tips to ensure a smooth transition for all travelers.
In a tight labour market, job-seekers gain bargaining power and leverage it into greater job quality—at least, that’s the conventional wisdom.
Michael, LMIC Economist, presented findings that reveal a weakened relationship between labour market tightness and job quality indicators following the pandemic. Labour market tightness coincided with growth in real wages for only a portion of workers: those in low-wage jobs requiring little education. Several factors—including labour market composition, worker and employer behaviour, and labour market practices—have contributed to the absence of worker benefits. These will be investigated further in future work.
Vicinity Jobs’ data includes more than three million 2023 OJPs and thousands of skills. Most skills appear in less than 0.02% of job postings, so most postings rely on a small subset of commonly used terms, like teamwork.
Laura Adkins-Hackett, Economist, LMIC, and Sukriti Trehan, Data Scientist, LMIC, presented their research exploring trends in the skills listed in OJPs to develop a deeper understanding of in-demand skills. This research project uses pointwise mutual information and other methods to extract more information about common skills from the relationships between skills, occupations and regions.
5 Tips for Creating Standard Financial ReportsEasyReports
Well-crafted financial reports serve as vital tools for decision-making and transparency within an organization. By following the undermentioned tips, you can create standardized financial reports that effectively communicate your company's financial health and performance to stakeholders.
Fabular Frames and the Four Ratio ProblemMajid Iqbal
Digital, interactive art showing the struggle of a society in providing for its present population while also saving planetary resources for future generations. Spread across several frames, the art is actually the rendering of real and speculative data. The stereographic projections change shape in response to prompts and provocations. Visitors interact with the model through speculative statements about how to increase savings across communities, regions, ecosystems and environments. Their fabulations combined with random noise, i.e. factors beyond control, have a dramatic effect on the societal transition. Things get better. Things get worse. The aim is to give visitors a new grasp and feel of the ongoing struggles in democracies around the world.
Stunning art in the small multiples format brings out the spatiotemporal nature of societal transitions, against backdrop issues such as energy, housing, waste, farmland and forest. In each frame we see hopeful and frightful interplays between spending and saving. Problems emerge when one of the two parts of the existential anaglyph rapidly shrinks like Arctic ice, as factors cross thresholds. Ecological wealth and intergenerational equity areFour at stake. Not enough spending could mean economic stress, social unrest and political conflict. Not enough saving and there will be climate breakdown and ‘bankruptcy’. So where does speculative design start and the gambling and betting end? Behind each fabular frame is a four ratio problem. Each ratio reflects the level of sacrifice and self-restraint a society is willing to accept, against promises of prosperity and freedom. Some values seem to stabilise a frame while others cause collapse. Get the ratios right and we can have it all. Get them wrong and things get more desperate.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
[4:55 p.m.] Bryan Oates
OJPs are becoming a critical resource for policy-makers and researchers who study the labour market. LMIC continues to work with Vicinity Jobs’ data on OJPs, which can be explored in our Canadian Job Trends Dashboard. Valuable insights have been gained through our analysis of OJP data, including LMIC research lead
Suzanne Spiteri’s recent report on improving the quality and accessibility of job postings to reduce employment barriers for neurodivergent people.
Decoding job postings: Improving accessibility for neurodivergent job seekers
Improving the quality and accessibility of job postings is one way to reduce employment barriers for neurodivergent people.
1. AMENDED AND RESTATED
BY –LAWS
OF
THE PANTRY, INC.
______________________________________________________________________________
ARTICLE I
Meetings of Stockholders
Section 1.1. Annual Meetings. The annual meeting of stockholders of the corporation
shall be held for the election of directors at such date, time and place, either within or without the
State of Delaware, as may be designated by resolution of the Board of Directors from time to
time. Any other proper business may be transacted at the annual meeting.
Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of the Board of
Directors or the President, and such special meetings may not be called by any other person or
persons.
Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given that shall state the
place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Unless otherwise provided by law, the certificate of
incorporation or these by-laws, the written notice of any meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to
vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.
Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 1.5. Quorum. Except as otherwise provided by law, the certificate of
incorporation or these by-laws, at each meeting of stockholders the presence in person or by
proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to
vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a
quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the
meeting from time to time in the manner provided in Section 1.4 of these by-laws until a quorum
shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a
#Amended and Restated Bylaws of The Pantry Inc .DOC
2. majority of the shares entitled to vote in the election of directors of such other corporation is
held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for
quorum purposes; provided, however, that the foregoing shall not limit the right of the
corporation or any subsidiary of the corporation to vote stock, including but not limited to its
own stock, held by it in a fiduciary capacity.
Section 1.6. Organization. Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in
his absence by the President, or in his absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
Section 1.7. Voting; Proxies. Except as otherwise provided by or pursuant to the
provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to one vote for each share of stock held by such stockholder which
has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for such stockholder by proxy, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy provides for a longer
period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with
applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of
stockholders need not be by written ballot. At all meetings of stockholders for the election of
directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by the certificate of incorporation, these by-laws, the rules or
regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to
any regulation applicable to the corporation or its securities, be decided by the affirmative vote
of the holders of a majority in voting power of the shares of stock of the corporation which are
present in person or by proxy and entitled to vote thereon.
Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that
the corporation may determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be more than ten (10)
#Amended and Restated Bylaws of The Pantry Inc .DOC
2
3. days from the date upon which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to
such other action. If no record date is fixed: (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice 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; (2) the record date for
determining stockholders entitled to express consent to corporate action in writing without a
meeting, when no prior action of the Board of Directors is required by law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation in accordance with applicable law, or, if prior action by the Board of
Directors is required by law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 1.9. Notice of Stockholder Business and Nominations.
(A) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors of
the corporation and the proposal of business to be considered by the stockholders may be made
at an annual meeting of stockholders 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 (c) by any
stockholder of the corporation who was a stockholder of record of the corporation at the time the
notice provided for in this Section 1.9 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 1.9.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 1.9,
the stockholder must have given timely notice thereof in writing to the Secretary of the
corporation and any such proposed business other than the nominations of persons for election to
the Board of Directors must constitute a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the ninetieth day nor earlier than the close of
business on the one hundred twentieth day prior to the first anniversary of the preceding year's
annual meeting (provided, however, that in the event that the date of the annual meeting is more
than thirty days before or more than seventy days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the one hundred
twentieth day prior to such annual meeting and not later than the close of business on the later of
the ninetieth day prior to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made by the corporation). In no event shall the
public announcement of an adjournment or postponement of an annual meeting commence a new
#Amended and Restated Bylaws of The Pantry Inc .DOC
3
4. time period (or extend any time period) for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the quot;Exchange Actquot;) and Rule 14a-11 thereunder (and such person's
written consent to being named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting, the text of the
proposal or business (including the text of any resolutions proposed for consideration and in the
event that such business includes a proposal to amend the by-laws of the corporation, the
language of the proposed amendment), the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's books, and of such beneficial
owner, (ii) the class and number of shares of capital stock of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, (iii) a representation
that the stockholder is a holder of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to propose such business or
nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any,
intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy
to holders of at least the percentage of the corporation's outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from
stockholders in support of such proposal or nomination. The corporation may require any
proposed nominee to furnish such other information as it may reasonably require to determine
the eligibility of such proposed nominee to serve as a director of the corporation.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 1.9 to the contrary, in the event that the number of directors to be elected
to the Board of Directors of the corporation at an annual meeting is increased and there is no
public announcement by the corporation naming the nominees for the additional directorships at
least one hundred days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 1.9 shall also be considered timely, but only with
respect to nominees for the additional directorships, 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 day
following the day on which such public announcement is first made by the corporation.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before the meeting
pursuant to the corporation's notice of meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any stockholder of the corporation who is a stockholder of record at
the time the notice provided for in this Section 1.9 is delivered to the Secretary of the
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5. corporation, who is entitled to vote at the meeting and upon such election and who complies with
the notice procedures set forth in this Section 1.9. In the event the corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder entitled to vote in such election of directors may nominate a
person or persons (as the case may be) for election to such position(s) as specified in the
corporation's notice of meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 1.9 shall be delivered to the Secretary at the principal executive offices of the
corporation not earlier than the close of business on the one hundred twentieth day prior to such
special meeting and not later than the close of business on the later of the ninetieth day prior to
such special meeting or the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time period) for
the giving of a stockholder's notice as described above.
(C) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.9 shall be eligible to be elected at an annual or special
meeting of stockholders of the corporation to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 1.9. Except as otherwise provided by
law, the chairman of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this Section 1.9 (including
whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal
is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this Section 1.9) and (b) if any
proposed nomination or business was not made or proposed in compliance with this Section 1.9,
to declare that such nomination shall be disregarded or that such proposed business shall not be
transacted.
(2) For purposes of this Section 1.9, quot;public announcementquot; shall
mean disclosure 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.
(3) Notwithstanding the foregoing provisions of this Section 1.9, a
stockholder shall also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this Section 1.9. Nothing in this
Section 1.9 shall be deemed to affect any rights (a) of stockholders to request inclusion of
proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable
provisions of the certificate of incorporation.
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6. Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the directors to produce such a list at any meeting for the election of
directors, they shall be ineligible for election to any office at such meeting. Except as otherwise
provided by law, the stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to
vote in person or by proxy at any meeting of stockholders
Section 1.11. Action By Written Consent of Stockholders. Unless otherwise restricted
by the certificate of incorporation, any action required or permitted to be taken at any annual or
special meeting of the 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 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 the State of Delaware, its principal place of business, or an officer or agent of
the corporation having custody of the book in which minutes of proceedings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall, to the extent required by law, be
given to those stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number of holders to take
the action were delivered to the corporation.
Section 1.12. Inspectors of Election. The corporation may, and shall if required by law,
in advance of any meeting of stockholders, appoint one or more inspectors of election, who may
be employees of the corporation, to act at the meeting or any adjournment thereof and to make a
written report thereof. The corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the event that no inspector so appointed
or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of
inspector with strict impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of
the corporation outstanding and the voting power of each such share, (ii) determine the shares of
capital stock of the corporation represented at the meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the
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7. disposition of any challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares of capital stock of the corporation represented at the
meeting and such inspectors' count of all votes and ballots. Such certification and report shall
specify such other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the corporation, the
inspectors may consider such information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at such election.
Section 1.13. Conduct of Meetings. The date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting shall be announced
at the meeting by the person presiding over the meeting. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of stockholders as it shall
deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted
by the Board of Directors, the chairman of any meeting of stockholders shall have the right and
authority to convene and to adjourn the meeting, to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the
Board of Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of business for the meeting;
(ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons as the chairman
of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
ARTICLE II
Board of Directors
Section 2.1. Number; Qualifications. The Board of Directors shall consist of such
number of directors, not less than three, as shall from time to time be fixed exclusively by
resolution of the Board of Directors. Directors need not be stockholders.
Section 2.2. Election; Resignation; Vacancies. The Board of Directors shall initially
consist of the persons named as directors in the certificate of incorporation or elected by the
incorporator of the corporation, and each director so elected shall hold office until the first
annual meeting of stockholders or until his successor is duly elected and qualified. At the first
annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall
elect directors each of whom shall hold office for a term of one year or until his successor is duly
elected and qualified, subject to such director's earlier death, resignation, disqualification or
removal. Any director may resign at any time upon written notice to the corporation. Unless
otherwise provided by law or the certificate of incorporation, any newly created directorship or
any vacancy occurring in the Board of Directors for any cause shall be filled only by a majority
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8. of the remaining members of the Board of Directors, although such majority is less than a
quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so
elected shall hold office until the expiration of the term of office of the director whom he has
replaced or until his successor is elected and qualified.
Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be
held at such places within or without the State of Delaware and at such times as the Board of
Directors may from time to time determine.
Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held
at any time or place within or without the State of Delaware whenever called by the President,
any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a
special meeting of the Board of Directors shall be given by the person or persons calling the
meeting at least twenty-four hours before the special meeting.
Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting thereof by
means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a meeting pursuant
to this by-law shall constitute presence in person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of
Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction
of business. Except in cases in which the certificate of incorporation, these by-laws or applicable
law otherwise provides, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 2.7. Organization. Meetings of the Board of Directors shall be presided over
by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if
any, or in his absence by the President, or in their absence by a chairman chosen at the meeting.
The Secretary shall act as secretary of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.
Section 2.8. Action by Written Consent of Directors. Unless otherwise restricted by
the certificate of incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board of Directors or such committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or such committee.
ARTICLE III
Committees
Section 3.1. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the corporation. The
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9. Board of Directors may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee, to the extent
permitted by law and to the extent provided in the resolution of the Board of Directors, shall
have and may exercise all the powers and authority of the Board of Directors in the management
of the business and affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it.
Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each
committee designated by the Board of Directors may make, alter and repeal rules for the conduct
of its business. In the absence of such rules each committee shall conduct its business in the
same manner as the Board of Directors conducts its business pursuant to Article II of these by-
laws.
ARTICLE IV
Officers
Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation;
Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if
it so determines, choose a Chairman of he Board and a Vice Chairman of the Board from among
its members. The Board of Directors may also choose one or more Vice Presidents, one or more
Assistant secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall
hold office until the first meeting of the Board of Directors after the annual meeting of
stockholders next succeeding his election, and until his successor is elected and qualified or until
his earlier resignation or removal. Any officer may resign at any time upon written notice to the
corporation. The Board of Directors may remove any officer with or without cause at any time,
but such removal shall be without prejudice to the contractual rights of such officer, if any, with
the corporation. Any number of offices may be held by the same person. Any vacancy occurring
in any office of the corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 4.2. Powers and Duties of Executive Officers. The officers of the corporation
shall have such powers and duties in the management of the corporation as may be prescribed in
a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board of Directors. The Board of Directors
may require any officer, agent or employee to give security for the faithful performance of his
duties.
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10. ARTICLE V
Stock
Section 5.1. Certificates. Every holder of stock shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of
Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of
shares owned by him in the corporation. Any of or all the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent, or registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.
The corporation may issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the
owner of the lost, stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate.
ARTICLE VI
Indemnification
Section 6.1. Right to Indemnification. The corporation may indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter
be amended, any person (a quot;Covered Personquot;) who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a quot;proceedingquot;), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the corporation or, while a
director or officer of the corporation, is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred
by such Covered Person.
Section 6.2. Prepayment of Expenses. The corporation may pay the expenses
(including attorneys' fees) incurred by a Covered Person in defending any proceeding in advance
of its final disposition, provided, however, that, to the extent required by law, such payment of
expenses in advance of the final disposition of the proceeding shall be made only upon receipt of
an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under this Article VI or
otherwise.
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11. Section 6.3. Nonexclusivity of Rights. The rights conferred on any Covered Person by
this Article VI shall not be exclusive of any other rights which such Covered Person may have or
hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 6.4. Other Sources. The corporation's obligation, if any, to indemnify or to
advance expenses to any Covered Person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity shall be reduced by any amount such Covered Person may collect as
indemnification or advancement of expenses from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.
Section 6.5. Other Indemnification and Prepayment of Expenses. This Article VI shall
not limit the right of the corporation, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Covered Persons when and as
authorized by appropriate corporate action.
ARTICLE VII
Miscellaneous
Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by
resolution of the Board of Directors.
Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed
thereon and shall be in such form as may be approved from time to time by the Board of
Directors.
Section 7.3. Manner of Notice. Except as otherwise provided herein, notices to
directors and stockholders shall be in writing and delivered personally or mailed to the directors
or stockholders at their addresses appearing on the books of the corporation. Notice to directors
may be given by telegram, telecopier, telephone or other means of electronic transmission.
Section 7.4. Waiver of Notice of Meetings of Stockholders, Directors and Committees.
Any written waiver of notice, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the business to be
transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or
members of a committee of directors need be specified in any written waiver of notice.
Section 7.5. Form of Records. Any records maintained by the corporation in the
regular course of its business, including its stock ledger, books of account, and minute books,
may be kept on, or be in the form of, punch cards, magnetic tape, photographs,
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12. microphotographs, or any other information storage device, provided that the records so kept can
be converted into clearly legible form within a reasonable time.
Section 7.6. Amendment of By-Laws. These by-laws may be altered, amended or
repealed, and new by-laws made, as provided for in the certificate of incorporation.
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