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This excerpt taken from the PCG 10-K filed Feb 24, 2009. Shareholder Action by Written
Consent. Subject to Section 603 of the California Corporations
Code, any action which, under any provision of the California Corporations Code,
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
Any party
seeking to solicit written consent from shareholders to take corporate action
must deliver a notice to the Corporate Secretary of the Corporation which
requests the Board of Directors to set a record date for determining
shareholders entitled to give such consent. Such written request must
set forth as to each matter the party proposes for shareholder action by written
consents (a) a brief description of the matter and (b) the class and number of
shares of the Corporation that are beneficially owned by the requesting
party. Within ten days of receiving the request in the proper form,
the Board shall set a record date for the taking of such action by written
consent in accordance with California Corporations Code Section 701 and Article
IV, Section 1 of these Bylaws. If the Board fails to set a record
date within such ten-day period, the record date for determining shareholders
entitled to give the written consent for the matters specified in the notice
shall be the day on which the first written consent is given in accordance with
California Corporations Code Section 701.
Each written consent delivered to the
Corporation must set forth (a) the action sought to be taken, (b) the name and
address of the shareholder as they appear on the Corporation’s books, (c) the
class and number of shares of the Corporation that are beneficially owned by the
shareholder, (d) the name and address of the proxyholder authorized by the
shareholder to give such written consent, if applicable, and (d) any material
interest of the shareholder or proxyholder in the action sought to be
taken.
Consents to corporate action shall be
valid for a maximum of sixty days after the date of the earliest dated consent
delivered to the Corporation. Consents may be revoked by written
notice (i) to the Corporation, (ii) to the shareholder or shareholders
soliciting consents or soliciting revocations in opposition to action by consent
proposed by the Corporation (the “Soliciting Shareholders”), or (iii) to a proxy
solicitor or other agent designated by the Corporation or the Soliciting
Shareholders.
Within three business days after
receipt of the earliest dated consent solicited by the Soliciting Shareholders
and delivered to the Corporation in the manner provided in California
Corporations Code Section 603 or the determination by the Board of Directors of
the Corporation that the Corporation should seek corporate action by written
consent, as the case may be, the Corporate Secretary shall engage nationally
recognized independent inspectors of elections for the purpose of performing a
ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall be
borne by the Corporation. 3
Consents and revocations shall be
delivered to the inspectors upon receipt by the Corporation, the Soliciting
Shareholders or their proxy solicitors, or other designated
agents. As soon as consents and revocations are received, the
inspectors shall review the consents and revocations and shall maintain a count
of the number of valid and unrevoked consents. The inspectors shall
keep such count confidential and shall not reveal the count to the Corporation,
the Soliciting Shareholder or their representatives, or any other
entity. As soon as practicable after the earlier of (i) sixty days
after the date of the earliest dated consent delivered to the Corporation in the
manner provided in California Corporations Code Section 603, or (ii) a written
request therefor by the Corporation or the Soliciting Shareholders (whichever is
soliciting consents), notice of which request shall be given to the party
opposing the solicitation of consents, if any, which request shall state that
the Corporation or Soliciting Shareholders, as the case may be, have a good
faith belief that the requisite number of valid and unrevoked consents to
authorize or take the action specified in the consents has been received in
accordance with these Bylaws, the inspectors shall issue a preliminary report to
the Corporation and the Soliciting Shareholders stating: (a) the
number of valid consents, (b) the number of valid revocations, (c) the number of
valid and unrevoked consents, (d) the number of invalid consents, (e) the
number of invalid revocations, and (f) whether, based on their preliminary
count, the requisite number of valid and unrevoked consents has been obtained to
authorize or take the action specified in the consents.
Unless the Corporation and the
Soliciting Shareholders shall agree to a shorter or longer period, the
Corporation and the Soliciting Shareholders shall have forty-eight hours to
review the consents and revocations and to advise the inspectors and the
opposing party in writing as to whether they intend to challenge the preliminary
report of the inspectors. If no written notice of an intention to
challenge the preliminary report is received within forty-eight hours after the
inspectors’ issuance of the preliminary report, the inspectors shall issue to
the Corporation and the Soliciting Shareholders their final report containing
the information from the inspectors’ determination with respect to whether the
requisite number of valid and unrevoked consents was obtained to authorize and
take the action specified in the consents. If the Corporation or the
Soliciting Shareholders issue written notice of an intention to challenge the
inspectors’ preliminary report within forty-eight hours after the issuance of
that report, a challenge session shall be scheduled by the inspectors as
promptly as practicable. A transcript of the challenge session shall
be recorded by a certified court reporter. Following completion of
the challenge session, the inspectors shall as promptly as practicable issue
their final report to the Soliciting Shareholders and the Corporation, which
report shall contain the information included in the preliminary report, plus
all changes in the vote totals as a result of the challenge and a certification
of whether the requisite number of valid and unrevoked consents was obtained to
authorize or take the action specified in the consents. A copy of the
final report of the inspectors shall be included in the book in which the
proceedings of meetings of shareholders are recorded.
Unless the consent of all shareholders
entitled to vote have been solicited in writing, the Corporation shall give
prompt notice to the shareholders in accordance with California Corporations
Code Section 603 of the results of any consent solicitation or 4
the
taking of the corporate action without a meeting and by less than unanimous
written consent.
Article
II.
DIRECTORS.
1. This excerpt taken from the PCG 10-Q filed May 6, 2008. Shareholder Action by Written
Consent. Subject to Section 603 of the California Corporations
Code, any action which, under any provision of the California Corporations Code,
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
Any party seeking to solicit written
consent from shareholders to take corporate action must deliver a notice to the
Corporate Secretary of the Corporation which requests the Board of Directors to
set a record date for determining shareholders entitled to give such
consent. Such written request must set forth as to each matter the
party proposes for shareholder action by written consents (a) a brief
description of the matter and (b) the class and number of shares of the
Corporation that are beneficially owned by the requesting
party. Within ten days of receiving the request in the proper form,
the Board shall set a record date for the taking of such action by written
consent in accordance with California Corporations Code Section 701 and Article
IV, Section 1 of these Bylaws. If the Board fails to set a record
date within such ten-day period, the record date for determining shareholders
entitled to give the written consent for the matters specified in the notice
shall be the day on which the first written consent is given in accordance with
California Corporations Code Section 701.
Each written consent delivered to the
Corporation must set forth (a) the action sought to be taken, (b) the name and
address of the shareholder as they appear on the Corporation’s books, (c) the
class and number of shares of the Corporation that are beneficially owned by the
shareholder, (d) the name and address of the proxyholder authorized by the
shareholder to give such written consent, if applicable, and (d) any material
interest of the shareholder or proxyholder in the action sought to be
taken.
Consents to corporate action shall be
valid for a maximum of sixty days after the date of the earliest dated consent
delivered to the Corporation. Consents may be revoked by written
notice (i) to the Corporation, (ii) to the shareholder or shareholders
soliciting consents or soliciting revocations in opposition to action by consent
proposed by the Corporation (the “Soliciting Shareholders”), or (iii) to a proxy
solicitor or other agent designated by the Corporation or the Soliciting
Shareholders.
Within three business days after
receipt of the earliest dated consent solicited by the Soliciting Shareholders
and delivered to the Corporation in the manner provided in California
Corporations Code Section 603 or the determination by the Board of Directors of
the Corporation that the Corporation should seek corporate action by written
consent, as the case may be, the Corporate Secretary shall engage nationally
recognized independent inspectors of elections for the purpose of performing a
ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall be
borne by the Corporation. 3
Consents and revocations shall be
delivered to the inspectors upon receipt by the Corporation, the Soliciting
Shareholders or their proxy solicitors, or other designated
agents. As soon as consents and revocations are received, the
inspectors shall review the consents and revocations and shall maintain a count
of the number of valid and unrevoked consents. The inspectors shall
keep such count confidential and shall not reveal the count to the Corporation,
the Soliciting Shareholder or their representatives, or any other
entity. As soon as practicable after the earlier of (i) sixty days
after the date of the earliest dated consent delivered to the Corporation in the
manner provided in California Corporations Code Section 603, or (ii) a written
request therefor by the Corporation or the Soliciting Shareholders (whichever is
soliciting consents), notice of which request shall be given to the party
opposing the solicitation of consents, if any, which request shall state that
the Corporation or Soliciting Shareholders, as the case may be, have a good
faith belief that the requisite number of valid and unrevoked consents to
authorize or take the action specified in the consents has been received in
accordance with these Bylaws, the inspectors shall issue a preliminary report to
the Corporation and the Soliciting Shareholders stating: (a) the
number of valid consents, (b) the number of valid revocations, (c) the number of
valid and unrevoked consents, (d) the number of invalid consents, (e) the
number of invalid revocations, and (f) whether, based on their preliminary
count, the requisite number of valid and unrevoked consents has been obtained to
authorize or take the action specified in the consents.
Unless the Corporation and the
Soliciting Shareholders shall agree to a shorter or longer period, the
Corporation and the Soliciting Shareholders shall have forty-eight hours to
review the consents and revocations and to advise the inspectors and the
opposing party in writing as to whether they intend to challenge the preliminary
report of the inspectors. If no written notice of an intention to
challenge the preliminary report is received within forty-eight hours after the
inspectors’ issuance of the preliminary report, the inspectors shall issue to
the Corporation and the Soliciting Shareholders their final report containing
the information from the inspectors’ determination with respect to whether the
requisite number of valid and unrevoked consents was obtained to authorize and
take the action specified in the consents. If the Corporation or the
Soliciting Shareholders issue written notice of an intention to challenge the
inspectors’ preliminary report within forty-eight hours after the issuance of
that report, a challenge session shall be scheduled by the inspectors as
promptly as practicable. A transcript of the challenge session shall
be recorded by a certified court reporter. Following completion of
the challenge session, the inspectors shall as promptly as practicable issue
their final report to the Soliciting Shareholders and the Corporation, which
report shall contain the information included in the preliminary report, plus
all changes in the vote totals as a result of the challenge and a certification
of whether the requisite number of valid and unrevoked consents was obtained to
authorize or take the action specified in the consents. A copy of the
final report of the inspectors shall be included in the book in which the
proceedings of meetings of shareholders are recorded.
Unless the consent of all shareholders
entitled to vote have been solicited in writing, the Corporation shall give
prompt notice to the shareholders in accordance with California Corporations
Code Section 603 of the results of any consent solicitation or 4
the
taking of the corporate action without a meeting and by less than unanimous
written consent.
Article
II.
DIRECTORS.
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