EMC 2008 Annual Report Download - page 138

postage prepaid, addressed to such shareholder at such shareholder's address as it appears in the records of the corporation or by electronic transmission
directed to such shareholder at an address given to the corporation by the shareholder or otherwise in such manner as the shareholder shall have specified to
the corporation, including by facsimile transmission, electronic mail or posting on an electronic network. Such notice shall be given by the secretary or an
assistant secretary or by an officer designated by the directors. Whenever notice of a meeting is required to be given to a shareholder under any provision of
Chapter 156D of the Massachusetts General Laws or of the articles of organization or these bylaws, a written waiver thereof, executed before or after the
meeting by such shareholder or such shareholder's attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such
notice.
No business may be transacted at a meeting of shareholders except that (a) specified in the notice thereof, or in a supplemental notice given also in
compliance with the provisions hereof, (b) brought before the meeting by or at the direction of the board of directors or the presiding officer, or (c) properly
brought before the meeting by or on behalf of any shareholder who shall have been a shareholder of record at the time of giving of notice provided for in this
Section 2.4 and who shall continue to be entitled to vote thereat and who complies with the notice procedures set forth in this Section 2.4 or, with respect to
the election of directors, Section 3.2 of these bylaws. In addition to any other applicable requirements, for business to be properly brought before a meeting by
a shareholder (other than a shareholder proposal included in the corporation's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), the shareholder must have given timely notice thereof in writing to the secretary of the corporation. In order to be
timely given, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation (a) not less than 95 nor
more than 125 days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the corporation or (b) in the case of a special
meeting or if the annual meeting is called for a date (including any change in a date determined by the board pursuant to Section 2.1) not within 30 days
before or after such anniversary date, not later than the close of business on the 10th day following the day on which notice of the date of such meeting was
mailed or public disclosure of the date of such meeting was made, whichever first occurs. In no event shall any adjournment or postponement of an annual or
special meeting or the public disclosure thereof commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's
notice to the secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and record address of the shareholder proposing such
business covered by this Section 2.4, (c) the class and number of all shares of stock of the corporation held of record, owned beneficially (directly or
indirectly) and represented by proxy by such shareholder as of the record date for the meeting (if such date shall then have been made publicly available), as
of the date of such notice, and as of each of 60 days prior to the date of such notice and one year prior to the date of such notice, (d) a description of any
derivative positions held or beneficially held (directly or indirectly) by the shareholder, including whether and the extent to which any derivative instrument,
swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of, or any other agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares) has been made by or on behalf of, the effect or intent of which is to
mitigate loss to, or manage risk or benefit of share price changes for, or to increase or decrease the voting power or pecuniary or economic interest of, such
shareholder with respect to stock of the corporation (any of the foregoing, a "Derivative Position"), (e) a description of any proxy, contract, arrangement,
understanding or relationship between such shareholder and any other person or persons (including their names and addresses) in connection with the proposal
of such business by such shareholder or pursuant to which such shareholder has a right to vote any stock of the corporation, (f) a description of any material
interest of such shareholder in such business, including any anticipated
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