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These excerpts taken from the XEC 8-K filed Sep 20, 2007. Section
7. Election of Directors. A nominee for director shall be elected to
the Board of Directors if the votes cast for such nominee’s election exceed the
votes cast against such nominee’s election; provided, however, that the
directors shall be elected by a plurality of the votes cast at any meeting of
stockholders for which (i) the Corporate Secretary receives a notice that a
stockholder has nominated a person for election to the Board of Directors in
compliance with the advance notice requirements for stockholder nominees for
director set forth in Article III, Section 2 of these By-Laws, and (ii) such
nomination has not been withdrawn by such stockholder on or before the tenth
(10th) day before
the Corporation first mails its notice of meeting for such meeting to the
stockholders. If directors are to be
elected by a plurality of the votes cast, stockholders shall not be permitted
to vote against a nominee.
As used in this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the election of that director. “Votes cast” shall not include abstentions. Ballots will not include an option to “withhold” votes from the election of directors but will include the choices to vote “for” or “against” each director or to “abstain,” unless directors are to be elected by plurality as provided in the previous paragraph. 2 Section 7.
Election of Directors.
A nominee for director shall be elected to the Board of Directors if the
votes cast for such nominee’s election exceed the votes cast against such
nominee’s election; provided, however, that the directors shall be elected by a
plurality of the votes cast at any meeting of stockholders for which (i) the
Corporate Secretary receives a notice that a stockholder has nominated a person
for election to the Board of Directors in compliance with the advance notice
requirements for stockholder nominees for director set forth in Article III,
Section 2 of these By-Laws, and (ii) such nomination has not been withdrawn by
such stockholder on or before the tenth (10th) day before the Corporation first mails its notice of
meeting for such meeting to the stockholders.
If directors are to be elected by a plurality of the votes cast,
stockholders shall not be permitted to vote against a nominee.
As used in this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the election of that director. “Votes cast” shall not include abstentions. Ballots will not include an option to “withhold” votes from the election of directors but will include the choices to vote “for” or “against” each director or to “abstain,” unless directors are to be elected by plurality as provided in the previous paragraph | EXCERPTS ON THIS PAGE:
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