Adaptec 2011 Annual Report Download - page 97

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2. Election of Directors. Elections of directors need not be by written ballot unless demanded by any stockholder at the meeting and before the voting
has begun or the Bylaws of the Corporation shall so provide.
ARTICLE XI
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the
Bylaws of the Corporation.
ARTICLE XII
The stockholders of the Corporation shall not act by written consent, except solely to call a special meeting of the stockholders in accordance with the
following procedures:
(a) Upon request by written consent of holders of a majority of the outstanding shares, containing the information described below, sent by
registered mail to the president or chief executive officer, the board of directors shall determine a place and time for such meeting and a record date for the
determination of stockholders entitled to vote at such meeting. Such time shall not be more than 75 days after determination of the validity of such request.
The board of directors shall have no more than 10 days after receipt of such request to determine its validity. Following such receipt and determinations, the
secretary shall give notice to the stockholders entitled to vote at such meeting that a meeting will be held at the place and time so determined.
(b) The request by written consent shall state each action the requesting stockholders propose to take at such meeting. The board of directors may
include other proposals to be considered at such meeting.
(c) The requesting stockholders shall provide to the Corporation information regarding any material interest in the proposal held by the requesting
stockholders and any other information that would be required to be disclosed in filings with the Securities and Exchange Commission in connection with the
solicitation of proxies.
ARTICLE XIII
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
* * *
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