Rayovac 2008 Annual Report Download - page 202

such Shareholder Notice, if necessary, so that the information provided or required to be provided in such Shareholder Notice shall be true and correct as of the
record date of the applicable shareholders’ meeting and as of the date that is ten days prior to the meeting or any adjournment or postponement of the meeting, or,
in any such case shall advise the Corporation that no such update or supplement is necessary, and such update, supplement or advice shall be delivered to, or
mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date (in the case of the
update and supplement required to be made as of the record date) and not later than eight days prior to the date for the meeting, if practicable (or, if not
practicable, on the first practicable date prior to) or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of
ten days prior to the meeting or any adjournment or postponement thereof).
(d) Notwithstanding the foregoing provisions of Section II.2, Section II.13 or this Section II.14, a shareholder shall also comply with the
Articles of Incorporation and all applicable legal requirements, including all applicable requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to any Shareholder Notice. Nothing in Section II.13 or this Section II.14 shall be deemed to affect any right of a shareholder
to require inclusion of proposals in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
ARTICLE III. BOARD OF DIRECTORS
III.1General Powers and Number. The business and affairs of the Corporation shall be managed by its Board of Directors. The number of directors shall
be fixed from time to time by the Board of Directors, but in no event shall the number be greater than twelve (12) nor fewer than five (5).
III.2Tenure and Qualifications. Each director shall serve for a term ending on the date of the third annual meeting of shareholders following the annual
meeting at which such director was elected and until such director’s successor is duly elected and duly qualified, or until such director’s prior death, resignation
or removal from office. A director may be removed from office as a director, but only for cause, by the affirmative vote of holders of at least two-thirds (66 2/3%)
of the voting power of shares entitled to vote at an election of directors. A director may resign at any time by filing a written resignation with the Secretary of the
Corporation. Directors need not be residents of the State of Wisconsin or shareholders of the Corporation. A director, other than the Chairman of the Board, who
is an officer of the Corporation and who shall retire or otherwise terminate employment as such officer shall automatically be retired as a director of the
Corporation and thereafter shall not be eligible for re-election as a director.
III.3Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Wisconsin.
Regular meetings of the Board of Directors may be held at such time and at such place as may from time to time be determined by the Board of Directors and,
unless required by resolution of the Board of Directors, without notice. Special meetings of the Board of Directors may be called by the Chairman of the Board of
Directors, the Vice Chairman, if there be one, the Chief Executive Officer, so long as the Chief Executive Officer is also a member of the Board of Directors, or a
majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone, facsimile or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the circumstances.
III.4Quorum. Except as otherwise provided by law or by the Articles of Incorporation or these By-Laws, a majority of the directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may
adjourn the meeting from time to time without further notice.
III.5Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by law or by the Articles of Incorporation or these By-Laws.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008