GNC 2010 Annual Report Download - page 189

who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such facsimile, provided that any such facsimile must either set forth or be submitted with
information from which it can be determined that the facsimile was authorized by the stockholder. If it is determined that such facsimiles are
valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they
relied.
Any copy, facsimile telecommunication or other reliable reproduction of the writing authorizing another person or persons to act as proxy for a
stockholder may be substituted or used in lieu of the original writing or facsimile for any and all purposes for which the original writing or
facsimile could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction
of the entire original writing or facsimile telecommunication.
Section 9 Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required
or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in
the manner required by this Section 9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered
to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original
writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation as provided above in this Section 9.
Section 10 List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each stockholder and
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