Allstate 2012 Annual Report Download - page 80

7. Delivery of Consents. Every Consent purporting to take or authorize the taking of corporate action must be
dated and delivered to the corporation or its registered office in the State of Delaware no earlier than 60 days after
the delivery of a valid Request. Consents must be delivered to the corporation’s registered office in the State of
Delaware or its principal place of business. Delivery must be made by hand or by certified or registered mail, return
receipt requested. The secretary of the corporation, or such other officer of the corporation as the board of directors
of the corporation may designate (‘‘Other Officer’’), shall provide for the safe-keeping of such Consents and any
related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any
related revocations and of the validity of the action to be authorized or taken by Consent as the secretary of the
corporation or Other Officer, as the case may be, deems necessary or appropriate, including, without limitation,
whether the holders of a number of shares having the requisite voting power to authorize or take the action specified
in the Consents have given consent; provided, however, that if the action to which the Consents relate is the removal
or replacement of one or more members of the board of directors, the secretary of the corporation or Other Officer,
as the case may be, shall promptly designate two persons, who shall not be members of the board of directors, to
serve as inspectors (‘‘Inspectors’’) with respect to such Consents and such Inspectors shall discharge the functions of
the secretary of the corporation or Other Officer, as the case may be, under this Article ELEVENTH. If after such
investigation the secretary of the corporation, Other Officer, or the Inspectors, as the case may be, shall determine
that the action has been duly authorized or taken by the Consents, that fact shall be certified on the records of the
corporation and the Consents shall be filed in such records. In conducting the investigation required by this Section,
the secretary of the corporation, Other Officer, or the Inspectors, as the case may be, may retain special legal counsel
and any other necessary or appropriate professional advisors as such person or persons may deem necessary or
appropriate, at the expense of the corporation, and shall be fully protected in relying in good faith upon the opinion of
such counsel or advisors.
8. Effectiveness of Consent. No action may be authorized or taken by the stockholders by Consent except in
accordance with this Article ELEVENTH. If the board of directors of the corporation shall determine that any Request
was not properly made in accordance with, or relates to an action that may not be effected by Consent pursuant to,
this Article ELEVENTH, or any stockholder seeking to authorize or take such action does not otherwise comply with
this Article ELEVENTH, then the board of directors of the corporation shall not be required to fix a record date and
any such purported action by Consent shall be null and void to the fullest extent permitted by applicable law. No
Consent shall be effective until such date as the secretary of the corporation, Other Officer, or the Inspectors, as the
case may be, certify to the corporation that the Consents delivered to the corporation in accordance with Section 7 of
this Article represent at least the minimum number of votes that would be necessary to authorize or take the
corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with
Delaware law and this certificate of incorporation.
9. Challenge to Validity of Consent. Nothing contained in this Article ELEVENTH shall in any way be
construed to suggest or imply that the board of directors of the corporation or any stockholder shall not be entitled to
contest the validity of any Consent or related revocations, whether before or after such certification by the secretary
of the corporation, Other Officer, or the Inspectors, as the case may be, or to take any other action (including, without
limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).
10. Board-Solicited Stockholder Action by Written Consent. Notwithstanding anything to the contrary set forth
above, (a) none of the foregoing provisions of this Article ELEVENTH shall apply to any solicitation of stockholder
action by written consent by or at the direction of the board of directors of the corporation and (b) the board of
directors of the corporation shall be entitled to solicit stockholder action by Consent in accordance with applicable
law.
B-3
Appendix B
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