This excerpt taken from the SUN 8-K filed Dec 4, 2009.
Section 1.02. Election of Directors.
(a) General Rule. Except as may be otherwise provided by applicable law, in the Articles of Incorporation, or in these Bylaws, Directors shall be elected at the annual meeting of shareholders or at a special meeting called by the Board of Directors for the purpose of electing directors.
(b) Required Vote. In an uncontested election, if: (a) a nominee for Director who is an incumbent Director does not receive the vote of at least a majority of the votes cast at any meeting for the election of Directors at which a quorum is present; and (b) no successor has been elected at such meeting, then such Director will promptly tender his or her resignation to the Board. In an uncontested election, if a nominee for Director who is not an incumbent Director does not receive the vote of at least a majority of the votes cast at any meeting for the election of Directors at which a quorum is present, the nominee will be deemed to have been elected to the Board and to have immediately resigned. For purposes of this Section 1.02, a majority of the votes cast means that the number of shares voted for a Directors election exceeds 50 percent of the number of votes cast with respect to that Directors election. Votes cast include votes to withhold authority in each case and exclude abstentions with respect to that directors election (to the extent that abstentions are permitted). In a contested election, as determined by the Board of Directors, Directors shall be elected by plurality vote, even if a formerly contested election is uncontested at the time of any meeting for the election of Directors.
(c) Action on Tendered Resignations. The committee established by the Board of Directors to evaluate candidates for nomination of directors will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of such committee, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. Such committee in making its recommendation, and the Board in making its decision, each may consider any factors or other information that it considers appropriate and relevant. The Director who tenders his or her resignation will not participate in the recommendation of such committee, or the decision of the Board, with respect to such resignation. If such incumbent Directors resignation is not accepted by the Board, such Director will continue to serve until the next annual meeting and until such Directors successor has been duly elected and qualified, or until such Directors earlier death, resignation, or removal.
(d) Accepted Resignation. If a Directors resignation is accepted by the Board, or, if a nominee who is not an incumbent Director is deemed to have been elected and to have immediately resigned, then the Board, in its sole discretion, may: (a) fill any resulting vacancy pursuant to the provisions of Section 1.03, or (b) decrease the size of the Board pursuant to the provisions of this Section 1.02.
(e) Required Agreement by Nominees. To be eligible to stand for election, each person who agrees to be nominated also must agree, in writing, to be bound by the provisions of this Section 1.02.