WPI » Topics » Section 8 Conduct of Meetings of Stockholders

This excerpt taken from the WPI 8-K filed Mar 11, 2009.

Section 8  Conduct of Meetings of Stockholders


The meetings of stockholders shall generally follow reasonable and fair procedure.  Subject to the foregoing, the conduct of any meeting and the determination of procedure and rules shall be within the absolute discretion of the presiding officer of the meeting, and there shall be no appeal from any ruling of the presiding officer of the meeting with respect to procedure or rules.  In any meeting of stockholders or part thereof, the presiding officer of the meeting shall have the absolute power to determine appropriate rules or dispense with theretofore prevailing rules.  Except as otherwise provided by statute or the Articles of Incorporation, without limiting the foregoing, the presiding officer shall have the power and duty (i) to determine whether any business proposed to be brought before the meeting was proposed, or any nomination of persons for election to the Board was made, in accordance with the procedures set forth in Section 7 of Article I or Section 4 of Article II, as applicable, and (ii) if any proposed business or nomination is not in compliance with Section 7 of Article I or Section 4 of Article II, as applicable, to declare that such proposed business shall not be transacted or that such defective nomination shall be disregarded.


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