Danaher 2011 Annual Report Download - page 125

stockholders shall not be valid if (1) the Special Meeting request is received by the Corporation (A) during the period commencing 90 days prior to the first
anniversary of the date of the immediately preceding Annual Meeting and ending on the date of the next Annual Meeting, or (B) during the period commencing
on the date of the immediately preceding Annual Meeting and ending 30 days after such meeting; (2) such Special Meeting request was made in a manner that
involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended, (such act, and the rules and regulations promulgated
thereunder, the “Exchange Act”) or other applicable law; (3) the request does not contain the purpose or purposes of the proposed meeting and all other
information required pursuant to Section 10 of this Article II; or (4) the request relates to an item of business that is not a proper subject for stockholder action
under applicable law. Stockholders may revoke a Special Meeting request by written revocation delivered to the Secretary at any time prior to the Special
Meeting; provided, however, that if any such revocations are received by the Secretary and, as a result of such revocation, the number of un-revoked Special
Meeting requests no longer represents at least the requisite number of shares entitling the stockholders to request the calling of a Special Meeting, then the
Board shall have the discretion to determine whether or not to proceed with the Special Meeting.
Following receipt of a valid request by any stockholder or stockholders entitled to call a Special Meeting pursuant to this Section 3, the Board of
Directors shall determine a date and time for the requested meeting, which date shall not be less than 50 days nor more than 70 days after receipt and
determination of the validity of such request, and the Board of Directors shall establish a record date for the determination of stockholders entitled to vote at
such Special Meeting. Following such determination and establishment, it shall be the duty of the Secretary, or if the Secretary is unable or unwilling, an
Assistant Secretary, to cause notice of the Special Meeting to be given in accordance with Section 4 of this Article II. The notice of such Special Meeting shall
include the purpose for which the meeting is called. The Board of Directors may submit its own proposal or proposals for consideration at any Special
Meeting called by the Chairman of the Board, the President, the Board of Directors or at the request of one or more stockholders.
Section 4. Notice of Meetings. Notice of any Annual Meeting or Special Meeting stating the place, date and hour of the meeting (and, in the case of any
Special Meeting, the purpose or purposes for which the meeting is called) and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice
shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware)
by the stockholder to whom the notice is given. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission,
such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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