Danaher 2011 Annual Report Download - page 131

accordance with Section 10 or (B) nominated by or at the direction of the Board of Directors, (ii) the person submits a written consent to serve as a director if
elected, and (iii) the person submits a written consent to tender, promptly following such person’s election or re-election, an irrevocable resignation effective
upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of
such resignation by the Board of Directors, in accordance with the Corporation’s Board Practice on Director Elections. Only such business shall be conducted
at an Annual or Special Meeting as shall have been brought before the meeting in accordance with the procedures set forth in Section 10. The chairman of any
stockholder meeting shall have the power and duty to determine whether a nomination was made or business was properly brought before a meeting in
accordance with the procedures set forth in these By-Laws, and if the chairman should determine that a nomination or other business was not brought in
compliance with these By-Laws, the chairman shall so declare to the meeting and such nomination shall be disregarded and/or such business shall not be
brought before the meeting, as applicable.
(b) Notwithstanding the foregoing provisions of this Article II, if the stockholder (or a qualified representative of the stockholder) does not appear at the
meeting to present a nomination or business proposal, as the case may be, such nomination shall be disregarded and such business proposal shall not be
considered, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of the foregoing, to be considered a
qualified representative of the stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission
delivered by such stockholder to act for such stockholder as proxy at the meeting and such person must produce such written instrument or electronic
transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting.
(c) For purposes of Section 10 of this Article II, “public disclosure” shall include disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(d) Notwithstanding the foregoing provisions of this Article II, a stockholder shall also comply with all applicable requirements of the Exchange Act and
the rules and regulations thereunder with respect to matters set forth in this Article II. Nothing in this Article II shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 12. Conduct of Meetings.
(a) The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the
Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation
by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with any rules,
regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the
8
Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.