EMC 2008 Annual Report Download - page 140

the articles of organization. The corporation shall not, directly or indirectly, vote any share of its own stock.
2.8. Action by Writing. Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting if all
shareholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of shareholders.
Such consents shall be treated for all purposes as a vote at a meeting.
2.9. Proxies. To the extent permitted by law, shareholders entitled to vote may vote either in person or by proxy (which proxy may be authorized in
writing, by telephone or by electronic means). No proxy dated more than six months before the meeting named therein shall be valid. Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the
final adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1. Number. The number of directors shall be fixed at any time or from time to time only by the affirmative vote of a majority of the directors then
in office, but shall be not less than three, except that whenever there shall be only two shareholders the number of directors shall be not less than two and
whenever there shall be only one shareholder there shall be at least one director; no decrease in the number of directors shall shorten the term of any
incumbent director. No director need be a shareholder of the corporation.
3.2. Nominations for Director. Only persons who are nominated in accordance with the following procedures shall be eligible for election as
directors, except as provided in the articles of organization with respect to nominations by holders of preferred stock in certain circumstances. Nominations of
persons for election to the board of directors at a meeting of shareholders may be made at such meeting (a) by or at the direction of the board of directors by
any nominating committee or person appointed by the board or (b) by any shareholder of record at the time of giving of notice provided for in this Section 3.2
and who shall continue to be entitled to vote thereat and who complies with the notice procedures set forth in this Section 3.2. Nominations by shareholders
shall be made only after giving timely notice in writing to the secretary of the corporation. In order to be timely given, a shareholder's notice shall 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 (a) as to each
person whom the shareholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the class and number of all shares of stock of the corporation, if any, which are
beneficially owned by the person, (iv) any other information regarding the nominee as would be required to be included in a proxy statement or other filings
required to be filed pursuant to the Proxy Rules, and (v) the consent of each nominee to serve as a director of the corporation if so elected; and (b) as to the
shareholder giving the notice, (i) the name and record address of the shareholder, (ii) 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, (iii) a representation that the
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