SANM » Topics » Section 11. Stockholders Consent in Lieu of Meeting.

This excerpt taken from the SANM 8-K filed Sep 12, 2008.

Section 11.             Stockholders’ Consent in Lieu of Meeting.

 

(a)               Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

 

(b)               If any stockholder (a “Proposing Stockholder”) seeks to act by written consent, the Proposing Stockholder shall, before soliciting written consent of other stockholders, request that the Board fix a record date to determine those persons eligible to act as stockholders by written consent on the matter proposed.  The request shall contain (i) the name and address of the Proposing Stockholder, (ii) a representation that the Proposing Stockholder is a stockholder of record and (iii) a description of the matter proposed for adoption by written consent.  The request shall be in writing and delivered to or mailed to and received at the principal executive offices of the Corporation.  In the event the Board does not fix a record date within ten days of receipt of said request, the record date shall be set in accordance with Article VII, Section 7 hereof.  Except as otherwise required by statute, the certificate of incorporation or these bylaws, the Board shall have the exclusive authority to set a record date with regard to actions sought or taken under this Section 11.

 

This excerpt taken from the SANM 10-Q filed Aug 6, 2007.

Section 11.  Stockholders’ Consent in Lieu of Meeting.

(a)Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(b)If any stockholder (a “Proposing Stockholder”) seeks to act by written consent, the Proposing Stockholder shall, before soliciting written consent of other stockholders, request that the Board fix a record date to determine those persons eligible to act as stockholders by written consent on the matter proposed.  The request shall contain (i) the name and address of the Proposing Stockholder, (ii) a representation that the Proposing Stockholder is a stockholder of record and (iii) a description of the matter proposed for adoption by written consent.  The request shall be in writing and delivered to or mailed to and received at the principal executive offices of the Corporation.  In the event the Board does not fix a record date within ten days of receipt of said request, the record date shall be set in accordance with Article VII,




Section 7 hereof.  Except as otherwise required by statute, the certificate of incorporation or these bylaws, the Board shall have the exclusive authority to set a record date with regard to actions sought or taken under this Section 11.

EXCERPTS ON THIS PAGE:

8-K
Sep 12, 2008
10-Q
Aug 6, 2007
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