This excerpt taken from the C DEF 14A filed Mar 14, 2006.
If a nominee who has been nominated by the Board of Directors receives, in an uncontested election, a number of votes withheld from his or her election that is greater than the number of votes cast for the election of the Director, such Director shall offer to resign from his or her position as a Director. Unless the Board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election. In making a determination whether to reject the offer or postpone the effective date, the Board of Directors shall consider all factors it considers relevant to the best interests of the Company. If the Board rejects the resignation or postpones its effective date, it shall issue a public statement that discloses the reason for its decision.