MGPI » Topics » Section 2.12. Inspectors of Votes .

This excerpt taken from the MGPI 8-K filed Oct 27, 2009.

Section 2.12.  Inspectors of Votes.

 

(a)                                  Prior to each meeting of the stockholders, the Corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof.  If no inspector is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.    Before entering upon the discharge of the duties of inspector, each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability.  The inspectors shall take charge of the ballots at the meeting.  After the balloting on any question, they shall count the ballots cast and make a report in writing to the Secretary of the meeting of the results of that vote.  An inspector need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against such officer’s election to any position with the

 

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Corporation or on any other question in which such officer may be directly interested.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.

 

(b)                                 The inspectors shall

 

(1)                                  ascertain the number of shares outstanding and the voting power of each;
 
(2)                                  determine the shares represented at the meeting and the validity of proxies and ballots;
 
(3)                                  count all votes and ballots;
 
(4)                                  determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and
 
(5)                                  certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.
 

(c)                                  The date and time of the opening and the closing of the polls for each matter upon which the stockholder will vote at a meeting shall be announced at the meeting.  No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the district court upon application by a stockholder determines otherwise.

 

(d)                                 In determining the validity and counting of proxies and ballots, except as may otherwise be permitted by law the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection (f) of K.S.A. 17-6501 or subsection (c)(2) of 17-6502, and amendments thereto, or any information provided pursuant to subsection (a)(2)(B)(i) or (iii) of K.S.A. 17-6501, and amendments thereto, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record.  If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (c) (5) above shall specify the precise information considered by them, including the persons or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable. [As amended effective March 16, 2006.]

 

Section 2.13.  Action Without Meeting.  —  Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, are signed (personally or by duly authorized attorney) by all persons who would be entitled to vote upon such action at a meeting, and filed with the minutes of the meetings of the stockholders. Such consent or consents shall be delivered in a

 

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manner prescribed by law to the Corporation by delivery to its registered office in Kansas, its principal place of business or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded.  [As amended effective March 3, 2005.]

 

These excerpts taken from the MGPI 10-K filed Sep 12, 2008.

Section 2.12.  Inspectors of Votes.

 

(a)                                  Prior to each meeting of the stockholders, the Corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof.  If no inspector is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.    Before entering upon the discharge of the duties of inspector, each  inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability.  The inspectors shall take charge of the ballots at the meeting.  After the balloting on any question, they shall count the ballots cast and make a report in writing to the Secretary of the meeting of the results of that vote.  An inspector  need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against such officer’s election to any position with the Corporation or on any other question in which such officer may be directly interested.  The

 

3



 

Section 2.12.  Inspectors of Votes.



 



(a)                                  Prior to each meeting
of the stockholders, the Corporation shall appoint one or more inspectors to
act at the meeting and make a written report thereof.  If no inspector is able to act at a meeting,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting.    Before entering upon
the discharge of the duties of inspector, each 
inspector shall subscribe an oath faithfully to execute the duties of an
inspector with strict impartiality and according to the best of the inspector’s
ability.  The inspectors shall take charge
of the ballots at the meeting.  After the
balloting on any question, they shall count the ballots cast and make a report
in writing to the Secretary of the meeting of the results of that vote.  An inspector 
need not be a stockholder of the Corporation, and any officer of the
Corporation may be an inspector on any question other than a vote for or
against such officer’s election to any position with the Corporation or on any
other question in which such officer may be directly interested.  The



 



3




















 



This excerpt taken from the MGPI 8-K filed Jun 19, 2007.

Section 2.12.  Inspectors of Votes.

(a)           Prior to each meeting of the stockholders, the Corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof.  If no inspector is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.    Before entering upon the discharge of the duties of inspector, each  inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability.  The inspectors shall take charge of the ballots at the meeting.  After the balloting on any question, they shall count the ballots cast and make a report in writing to the Secretary of the meeting of the results of that vote.  An inspector  need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against such officer’s election to any position with the Corporation or on any other question in which such officer may be directly interested.  The

3




This excerpt taken from the MGPI 10-K filed Sep 7, 2006.

Section 2.12.  Inspectors of Votes.

(a)                                  Prior to each meeting of the stockholders, the Corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof.  If no inspector is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.    Before entering upon the discharge of the duties of inspector, each  inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability.  The inspectors shall take charge of the ballots at the meeting.  After the balloting on any question, they shall count the ballots cast and make a report in writing to the Secretary of the meeting of the results of that vote.  An inspector  need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against such officer’s election to any position with the Corporation or on any other question in which such officer may be directly interested.  The

3

 




This excerpt taken from the MGPI 8-K filed Mar 16, 2006.

Section 2.12. Inspectors of Votes.

 

(a)           Prior to each meeting of the stockholders, the Corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof. If no inspector is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Before entering upon the discharge of the duties of inspector, each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors shall take charge of the ballots at the meeting. After the balloting on any question, they shall count the ballots cast and make a report in writing to the Secretary of the meeting of the results of that vote. An inspector need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against such officer’s election to any position with the Corporation or on any other question in which such officer may be directly interested. The

 

3



 

This excerpt taken from the MGPI 8-K filed Mar 4, 2005.

Section 2.12.  Inspectors of Votes.

 

(a)                                  Prior to each meeting of the stockholders, the Corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof.  If no inspector is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.  Before entering upon the discharge of the duties of inspector, each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability.  The inspectors shall take charge of the ballots at the meeting.  After the balloting on any question, they shall count the ballots cast and make a report in writing to the Secretary of the meeting of the results of that vote.  An inspector need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.

 

(b)                                 The inspectors shall

 

(1)                                  ascertain the number of shares outstanding and the voting power of each;

 

3



 

(2)                                  determine the shares represented at the meeting and the validity of proxies and ballots;

 

(3)                                  count all votes and ballots;

 

(4)                                  determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

 

(5)                                  certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

 

(c)                                  The date and time of the opening and the closing of the polls for each matter upon which the stockholder will vote at a meeting shall be announced at the meeting.  No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the district court upon application by a stockholder determines otherwise.

 

(d)                                 In determining the validity and counting of proxies and ballots, except as may otherwise be permitted by law the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with subsection (f) of K.S.A. 17-6501 or subsection (c)(2) of 17-6502, and amendments thereto, or any information provided pursuant to subsection (a)(2)(B)(i) or (iii) of K.S.A. 17-6501, and amendments thereto, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record.  If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (c) (5) above shall specify the precise information considered by them, including the persons or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable. [As amended effective March 3, 2005.]

 

Section 2.13.  Action Without Meeting.  -  Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, are signed (personally or by duly authorized attorney) by all persons who would be entitled to vote upon such action at a meeting, and filed with the minutes of the meetings of the stockholders. Such consent or consents shall be delivered in a manner prescribed by law to the Corporation by delivery to its registered office in Kansas, its principal place of business or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded.  [As amended effective March 3, 2005.]

 

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ARTICLE III

 

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