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These excerpts taken from the PCG 10-K filed Feb 24, 2009. Majority Voting. In
any uncontested election, nominees receiving the affirmative vote of a majority
of the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be elected. In any election that is not
an uncontested election, the nominees receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by those shares, shall be elected; votes against a
director and votes withheld shall have no legal effect.
For purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that election.
If an incumbent director fails, in an
uncontested election, to receive the vote required to be elected in accordance
with this Article II, Section 9, then, unless the incumbent director has earlier
resigned, the term of such incumbent director shall end on the date that is the
earlier of (a) ninety (90) days after the date on which the voting results are
determined pursuant to Section 707 of the California Corporations Code, or (b)
the date on which the Board of Directors selects a person to fill the office
held by that director in accordance with the procedures set forth in these
Bylaws and Section 305 of the California Corporations Code.
10. Majority Voting. In
any uncontested election, nominees receiving the affirmative vote of a majority
of the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be elected. In any election that is not
an uncontested election, the nominees receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by those shares, shall be elected; votes against a
director and votes withheld shall have no legal effect.
For purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that election.
If an incumbent director fails, in an
uncontested election, to receive the vote required to be elected in accordance
with this Article II, Section 9, then, unless the incumbent director has earlier
resigned, the term of such incumbent director shall end on the date that is the
earlier of (a) ninety (90) days after the date on which the voting results are
determined pursuant to Section 707 of the California Corporations Code, or (b)
the date on which the Board of Directors selects a person to fill the office
held by that director in accordance with the procedures set forth in these
Bylaws and Section 305 of the California Corporations Code. 6
Article
III.
OFFICERS.
1. These excerpts taken from the PCG 10-Q filed May 6, 2008. Majority Voting. In
any uncontested election, nominees receiving the affirmative vote of a majority
of the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be elected. In any election that is not
an uncontested election, the nominees receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by those shares, shall be elected; votes against a
director and votes withheld shall have no legal effect.
For purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that election.
If an incumbent director fails, in an
uncontested election, to receive the vote required to be elected in accordance
with this Article II, Section 9, then, unless the incumbent director has earlier
resigned, the term of such incumbent director shall end on the date that is the
earlier of (a) ninety (90) days after the date on which the voting results are
determined pursuant to Section 707 of the California Corporations Code, or (b)
the date on which the Board of Directors selects a person to fill the office
held by that director in accordance with the procedures set forth in these
Bylaws and Section 305 of the California Corporations Code.
10. Majority Voting. In
any uncontested election, nominees receiving the affirmative vote of a majority
of the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be elected. In any election that is not
an uncontested election, the nominees receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by those shares, shall be elected; votes against a
director and votes withheld shall have no legal effect.
For purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that election.
If an incumbent director fails, in an
uncontested election, to receive the vote required to be elected in accordance
with this Article II, Section 9, then, unless the incumbent director has earlier
resigned, the term of such incumbent director shall end on the date that is the
earlier of (a) ninety (90) days after the date on which the voting results are
determined pursuant to Section 707 of the California Corporations Code, or (b)
the date on which the Board of Directors selects a person to fill the office
held by that director in accordance with the procedures set forth in these
Bylaws and Section 305 of the California Corporations Code. 6
Article
III.
OFFICERS.
1. These excerpts taken from the PCG 10-K filed Feb 22, 2008. Majority Voting. In
any uncontested election, nominees receiving the affirmative vote of a majority
of the shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be elected. In any election that is not
an uncontested election, the nominees receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by those shares, shall be elected; votes against a
director and votes withheld shall have no legal effect.
For purposes of these Bylaws,
“uncontested election” means an election of directors of the Corporation in
which, at the expiration of the times fixed under Article I, Section 2 of these
Bylaws requiring advance notification of director nominees, or for special
meetings, at the time notice is given of the meeting at which the election is to
occur, the number of nominees for election does not exceed the number of
directors to be elected by the shareholders at that election.
If an incumbent director fails, in an
uncontested election, to receive the vote required to be elected in accordance
with this Article II, Section 9, then, unless the incumbent director has earlier
resigned, the term of such incumbent director shall end on the date that is the
earlier of (a) ninety (90) days after the date on which the voting results are
determined pursuant to Section 707 of the California Corporations Code, or (b)
the date on which the Board of Directors selects a person to fill the office
held by that director in accordance with the procedures set forth in these
Bylaws and Section 305 of the California Corporations Code.
10. Majority Voting. In any uncontested election, nominees receiving the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be elected. In any election that is not an uncontested election, the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected by those shares, shall be elected; votes against a director and votes withheld shall have no legal effect. For purposes of these Bylaws, “uncontested election” means an election of directors of the Corporation in which, at the expiration of the times fixed under Article I, Section 2 of these Bylaws requiring advance notification of director nominees, or for special meetings, at the time notice is given of the meeting at which the election is to occur, the number of nominees for election does not exceed the number of directors to be elected by the shareholders at that election. If an incumbent director fails, in an uncontested election, to receive the vote required to be elected in accordance with this Article II, Section 9, then, unless the incumbent director has earlier resigned, the term of such incumbent director shall end on the date that is the earlier of (a) ninety (90) days after the date on which the voting results are determined pursuant to Section 707 of the California Corporations Code, or (b) the date on which the Board of Directors selects a person to fill the office held by that director in accordance with the procedures set forth in these Bylaws and Section 305 of the California Corporations Code. 10. | EXCERPTS ON THIS PAGE:
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