PCBC » Topics » 2.11 Shareholder Proposals

This excerpt taken from the PCBC 8-K filed Nov 26, 2008.

2.11 Shareholder Proposals

2.11.1 Annual Meeting. At any annual meeting of Shareholders, only such business shall be conducted as shall have been properly brought before the meeting. The provisions of this Section 2.11.1 shall control the determination of whether a proposal by any Shareholder, in his or her capacity as a Shareholder, for action by the Shareholders of the Corporation has been properly brought before the annual meeting.

A. Nomination of Directors. All nominations by shareholders of persons to be elected as Directors of the Corporation shall be made in accordance with the provisions of Section 3.6 of these Bylaws.

B. Submission of Proposal. To be properly brought before an annual meeting of shareholders, any proposal for action by the shareholders, other than the nomination of any person for election as a Director, submitted by a shareholder of the Corporation must be made in writing, must be timely delivered to the Secretary of the Corporation at its principal place of business and must otherwise be a proper matter for shareholder action. To be timely delivered, a shareholder’s proposal must be delivered to the Secretary of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, to be timely delivered the proposal must be delivered (i) not earlier than the close of business on the 120th day prior to such annual meeting and (ii) not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting or the adjournment of an annual meeting commence a new time period for delivery of a shareholder’s proposal.

2.11.2 Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

2.11.3 Content of Submission. A shareholder’s notice to the Secretary of the Corporation requesting that a proposal for action be submitted for consideration at any meeting of shareholders shall set forth as to the matter which the shareholder proposes to bring before the meeting: (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business; (c) the class and number of shares of stock of the Corporation owned by the shareholder beneficially and of record; (d) any material interest of the shareholder in the business proposed to be brought before the meeting; and (e) any other information that is required by law to be provided by the shareholder in the shareholder’s capacity as a proponent of the proposal.

2.11.4 Number of Proposals. No shareholder, other than the shareholder(s) on whose behalf the meeting is noticed and called, may submit more than one (1) proposal for consideration at any one (1) meeting of the shareholders of the Corporation.

 

6


2.11.5 Federal Rules. Nothing in this Section shall be deemed to limit or waive the application of, or the need for any shareholder to comply with, any of the provisions of Section 14 of the Securities Exchange Act of 1934 and the Rules promulgated thereunder applicable to the inclusion of any shareholder proposal in any proxy statement or form of proxy used by the Corporation in connection with any meeting of shareholders. Nothing in this Bylaw shall be deemed to affect the rights of any shareholder to request inclusion of a proposal in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.11.6 Chairperson’s Statement. The Chairperson of the meeting shall have the authority to determine and declare to the meeting whether any business proposed to be brought before the meeting was properly brought before the meeting in accordance with the provisions of this Section 2.11 and, if any proposed business is not in compliance with this Section 2.11, to declare that such defective proposal shall be disregarded.

2.11.7 Public Announcement. For purposes of this Section 2.11, “public announcement” shall mean the 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 Securities Exchange Act of 1934.

 

3. DIRECTORS OF THE CORPORATION

3.1 Powers of Directors. Subject to the limitations of the Articles of Incorporation, the Bylaws, and the California General Corporation Law as to action requiring the authorization or approval of the shareholders, the outstanding shares, or less than a majority vote of the preferred shares, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by, the Board of Directors. The Board may delegate the management of the day-to-day operation of the business to a management company or other person, provided that the business and the affairs of the Corporation shall be managed, and all corporation powers shall be exercised under, the ultimate direction of the Board.

This excerpt taken from the PCBC 8-K filed Feb 23, 2006.

2.11 Shareholder Proposals

2.11.1 Annual Meeting. At any annual meeting of Shareholders, only such business shall be conducted as shall have been properly brought before the meeting. The provisions of this Section 2.11.1 shall control the determination of whether a proposal by any Shareholder, in his or her capacity as a Shareholder, for action by the Shareholders of the Corporation has been properly brought before the annual meeting.

A. Nomination of Directors. All nominations by shareholders of persons to be elected as Directors of the Corporation shall be made in accordance with the provisions of Section 3.6 of these Bylaws.

B. Submission of Proposal. To be properly brought before an annual meeting of shareholders, any proposal for action by the shareholders, other than the nomination of any person for election as a Director, submitted by a shareholder of the Corporation must be made in writing, must be timely delivered to the Secretary of the Corporation at its principal place of business and must otherwise be a proper matter for shareholder action. To be timely delivered, a shareholder’s proposal must be delivered to the Secretary of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, to be timely delivered the proposal must be delivered (i) not earlier than the close of business on the 120th day prior to such annual meeting and (ii) not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting or the adjournment of an annual meeting commence a new time period for delivery of a shareholder’s proposal.

2.11.2 Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

2.11.3 Content of Submission. A shareholder’s notice to the Secretary of the Corporation requesting that a proposal for action be submitted for consideration at any meeting of shareholders shall set forth as to the matter which the shareholder proposes to bring before the meeting: (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business; (c) the class and number of shares of stock of the Corporation owned by the shareholder beneficially and of record; (d) any material interest of the shareholder in the business proposed to be brought before the meeting; and (e) any other information that is required by law to be provided by the shareholder in the shareholder’s capacity as a proponent of the proposal.

2.11.4 Number of Proposals. No shareholder, other than the shareholder(s) on whose behalf the meeting is noticed and called, may submit more than one (1) proposal for consideration at any one (1) meeting of the shareholders of the Corporation.

2.11.5 Federal Rules. Nothing in this Section shall be deemed to limit or waive the application

 

6


of, or the need for any shareholder to comply with, any of the provisions of Section 14 of the Securities Exchange Act of 1934 and the Rules promulgated thereunder applicable to the inclusion of any shareholder proposal in any proxy statement or form of proxy used by the Corporation in connection with any meeting of shareholders. Nothing in this Bylaw shall be deemed to affect the rights of any shareholder to request inclusion of a proposal in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.11.6 Chairperson’s Statement. The Chairperson of the meeting shall have the authority to determine and declare to the meeting whether any business proposed to be brought before the meeting was properly brought before the meeting in accordance with the provisions of this Section 2.11 and, if any proposed business is not in compliance with this Section 2.11, to declare that such defective proposal shall be disregarded.

2.11.7 Public Announcement. For purposes of this Section 2.11, “public announcement” shall mean the 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 Securities Exchange Act of 1934.

EXCERPTS ON THIS PAGE:

8-K
Nov 26, 2008
8-K
Feb 23, 2006
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki