EMC 2008 Annual Report Download - page 141

shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iv) a representation that the
shareholder (and any party on whose behalf such shareholder is acting) is qualified at the time of giving such notice to have such individual serve as the
nominee of such shareholder (and any party on whose behalf such shareholder is acting) if such individual is elected, accompanied by copies of any
notifications or filings with, or orders or other actions by, and governmental authority which are required in order for such shareholder (and any party on
whose behalf such shareholder is acting) to be so qualified, (v) a description of all arrangements or understandings between such shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such
shareholder, (vi) a description of any Derivative Position held or beneficially held (directly or indirectly) by such shareholder with respect to stock of the
corporation, (vii) 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 nomination or nominations to be made by such shareholder or pursuant to which such
shareholder has a right to vote any stock of the corporation, (viii) a description of any proportionate interest in stock of the corporation or Derivative Positions
with respect to the corporation held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or
indirectly, beneficially owns an interest in such a general partner, and (ix) such other information regarding such shareholder as would be required to be
included in a proxy statement or other filings required to be filed pursuant to the Proxy Rules. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director. No person
shall be eligible for election as a director unless nominated in accordance with the provisions set forth herein.
The chairman of the board or other presiding officer of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedures, and if such officer should so determine, such officer shall so declare to the meeting and the defective
nomination shall be disregarded.
3.3. Powers. Except as reserved to the shareholders by law, by the articles of organization or by these bylaws, the business of the corporation shall be
managed by the directors who shall have and may exercise all the powers of the corporation. In particular, and without limiting the generality of the
foregoing, the directors may at any time issue all or from time to time any part of the unissued capital stock of the corporation from time to time authorized
under the articles of organization and may determine, subject to any requirements of law, the consideration for which stock is to be issued and the manner of
allocating such consideration between capital and surplus.
3.4 Resignation and Removal. Any director may resign at any time by delivering a resignation in writing to the board of directors, the chairman of the
board or to the corporation. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Any director or directors or the
entire board of directors may be removed from office (a) only for Cause (as defined in Section 8.06(f)(2) of Chapter 156D of the Massachusetts General
Laws) by the affirmative vote of a majority of the shares entitled to vote at an election of directors and (b) only at a shareholder meeting called for the purpose
of removing the director or directors where the notice of the meeting states that such removal is the purpose or one of the purposes of the meeting. No director
resigning, and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no
director removed, shall have the right to any compensation as such director for any period following such director's removal, or any right to damages on
account of such removal, whether such director's compensation be by the month or by the year or otherwise, unless in the case of a resignation, the directors,
or in case of a removal, the shareholders, shall in their discretion provide for compensation.
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