Board Uses in Special Meetings Clause

Special Meetings

Page ARTICLE I STOCKHOLDERS Section 1. Time and Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum and Adjournment 1 Section 6. Voting 2 Section 7. Stockholder Proposals and Nominations of Directors 2 Section 8. Inspectors of Elections 3 Section 9. Opening and Closing of Polls 3 Section 10. Participation in Meetings by Conference Telephone 3 ARTICLE II DIRECTORS Section 1. General Powers 4 Section 2. Number of Directors; Removal; Qualifications 4 Section 3. Vacancies 4 Section 4. Regular Meetings 5 Section 5. Special Meetings 5 Section 6. Quorum 5 Section 7. Written Action 5 Section 8. Participation in Meeti

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may only be called (i) by the Chairman of the Board, (ii) by the Board of Directors (organization) values">Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors or (iii) by the Chief Executive Officer, if one is appointed, otherwise the President. [Section 211(d).]

Special Meetings

Special Meetings. Special meetings of stockholders may be called by the Board of Directors (organization) values">Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings

Special Meetings. Special meetings of the Board of Directors (organization) values">Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board, President or Secretary on the written request of three directors. Notice of special meetings of the Board of Directors shall be given to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors.

Special Meetings

Special Meetings. Special meetings of stockholders may be called by the Board of Directors (organization) values">Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings

Special Meetings. Special meetings of the Board of Directors (organization) values">Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board, President or Secretary on the written request of any one director. Notice of special meetings of the Board of Directors shall be given to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors.

Special Meetings

Special Meetings. Special meetings of the stockholders of the corporation may be called at any time only by the President, Chief Executive Officer, Chairman of the Board, or a majority of the Board of Directors (organization) values">Board of Directors, for any purpose or purposes for which meetings may be lawfully called. At any time, upon written request of any person or persons who have duly called a special meeting, which written request shall state the purpose or purposes of the meeting, it shall be the duty of the President to fix the date of the meeting to be held at such date and time as the President may fix, not less than 10 nor more than 60 days after the receipt of the request, and to give due notice thereof. If the President shall neglect or refuse to fix the time and date of such meeting and give notice thereof, the person or persons calling the meeting may do so.

Special Meetings

Special Meetings. Special meetings of the Board of Directors (organization) values">Board of Directors shall be held whenever called by the Chairman of the Board, if any, the President or by two or more of the directors. Notice of the time and place, if any, of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 48 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, charges prepaid, at least five (5) days before the date of the meeting. Notice of any meeting may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the business to be transacted at or the purpose of the meeting.

Special Meetings

Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by only the Board pursuant to a resolution approved by a majority of the whole Board or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. The Board or the President may postpone or reschedule any previously scheduled special meeting.

Special Meetings

Special Meetings. Special meetings of the Board may be called by 1/3 of the total number of directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than 24 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Special Meetings

Special Meetings. Special meetings of stockholders may be called by the Board of Directors (organization) values">Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.