Danaher 2011 Annual Report Download - page 126

Section 5. Quorum; Adjournment.
(a) Except as otherwise provided by law or by the Certificate of Incorporation, or to the extent that a larger number may be required by the rules of any
stock exchange upon which the Corporation’s securities are listed, the holders of a majority in voting power of the capital stock issued and outstanding and
entitled to vote at any meeting of the stockholders, present in person, present by means of remote communication in a manner, if any, authorized by the Board
of Directors in its sole discretion, or represented by proxy, shall constitute a quorum for all purposes. A quorum, once established at a meeting, shall not be
broken by the withdrawal of enough votes to leave less than a quorum.
(b) Whether or not a quorum is present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person,
present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than announcement at the meeting. The chairman of any meeting of stockholders shall also
have the power to adjourn the meeting to another place, if any, date and time. At any adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.
Section 6. Voting. On any matter other than the election of directors, when a quorum is present, the affirmative vote of a majority of the stock present or
represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the action is one upon which, by express
provision of law, the Certificate of Incorporation, or these By-Laws, a different vote is required, or unless under the rules or regulations of any stock exchange
applicable to the Corporation, or pursuant to any regulation applicable to the Corporation or its securities, a different vote is provided, in which case such
provision, rule or regulation will establish the vote required to effect such action. When a quorum is present, a properly nominated and qualified candidate for
director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with
abstentions, broker non-votes and withheld votes not counted as a vote for or against such nominee’s election); provided, however, that directors shall be
elected by a plurality of the votes cast for properly nominated and qualified candidates at any meeting of stockholders for which (i) the Secretary of the
Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice
requirements for stockholder nominees for director set forth in Article II, Section 10 of these By-laws and (ii) such nomination has not been withdrawn by
such stockholder on or before the tenth day before the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be
elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Each stockholder may vote in person (including by
means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another
person or persons to vote for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of
Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the Corporation.
No proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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