EMC 2008 Annual Report Download - page 145

Section 6. TRANSFER OF SHARES OF STOCK
6.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the directors or the
transfer agent of the corporation may reasonably require. Except as may otherwise be required by law, by the articles of organization or by these bylaws, the
corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of
dividends and the right to receive notice and to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock until the shares
have been transferred on the books of the corporation in accordance with the requirements of these bylaws. It shall be the duty of each shareholder to notify
the corporation of such shareholder's address.
6.2. Record Date and Closing Transfer Books. The directors may fix in advance a time, which shall not be more than 70 days before the date of any
meeting of shareholders or the date for the payment of any dividend or making of any distribution to shareholders or the last day on which the consent or
dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders having the right to notice of and to
vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such
case only shareholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the
record date; or without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period. If no
record date is fixed and the transfer books are not closed:
(1) The record date for determining shareholders having the right to notice of and to vote at a meeting of shareholders shall be at the close of business
on the date next preceding the date on which notice is given; and
(2) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors acts
with respect thereto.
Section 7. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally permissible, indemnify each of its directors and officers (including persons who act at its request as directors,
officers or trustees of another organization or in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such director or officer in connection with
the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such director or officer may be involved or with which
such director or officer may be threatened, while in office or thereafter, by reason of such individual being or having been such a director or officer, except
with respect to any matter as to which such director or officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that such individual's action was in the best interests of the corporation (any person serving another organization in one or more of the indicated
capacities at the request of the corporation who shall have acted in good faith in the reasonable belief that such individual's action was in the best interests of
such other organization to be deemed as having acted in such manner with respect to the corporation) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any
matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall be approved as
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