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NDAQ » Topics » Shareholder Action; Special Meeting of Shareholders

This excerpt taken from the NDAQ 8-K filed Nov 8, 2007.

Shareholder Action; Special Meeting of Shareholders

Nasdaq’s Restated Certificate of Incorporation provides that shareholders are not entitled to act by written consent in lieu of a meeting. Delaware law vests the board of directors of a Delaware corporation with the authority to call special meetings of shareholders and permits Nasdaq to authorize in the Restated Certificate of Incorporation or By-Laws other persons to also have such authority. The Restated Certificate of Incorporation and By-Laws do not vest any other persons with such authority.

 

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