Danaher 2011 Annual Report Download - page 127

Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any
votes cast at such meeting shall be cast by written ballot.
Section 7. Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the Certificate of Incorporation, and subject to Article V, Section 4
of these By-Laws, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be given by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those
stockholders who have not consented.
Section 8. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record
date for determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the
tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days
prior to the meeting, either (a) during ordinary business hours, at the principal place of business of the Corporation, or (b) on a reasonably accessible
electronic network, provided that the information required to gain access to such list is provided with notice of the meeting. If the meeting is to be held at a
place, then a list of stockholders entitled to vote at the meeting shall also be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is present.
Section 9. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the list
required by Section 8 of this Article II or to vote in person or by proxy at any meeting of stockholders.
Section 10. Notice of Business at Meetings of Stockholders .
(a) At any meeting of the stockholders, only such business shall be conducted and only such nominations shall be made as shall have been properly
brought before the meeting. To be properly brought before a stockholders’ meeting, business or nominations must be (1) with respect to an Annual Meeting,
specified in the Corporation’s proxy materials with respect to such meeting (or any supplement thereto) or otherwise properly brought before the meeting by or
at the direction of the Board of Directors, (2) with respect to a Special Meeting, properly brought before the meeting by or at the direction of the Board of
Directors, the Chairman of the Board and/or the President in accordance with Section 3, or (3) with respect to an Annual Meeting or Special Meeting, properly
brought before the meeting by a stockholder. For business or nominations to be properly brought before a stockholders’ meeting by a stockholder (i) the
stockholder must be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote
at such meeting, (ii) the
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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