Danaher 2011 Annual Report Download - page 132

proper conduct of the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with the rules of parliamentary procedure.
(b) In advance of any meeting of stockholders, the Board of Directors, the Chairman of the Board, or the President shall appoint one or more inspectors
of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector,
before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be required by law.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, with the exact
number of directors to be determined from time to time by resolution adopted by the Board of Directors. A director shall hold office until the Annual Meeting
for the year in which his or her term expires; provided that the term of each director shall continue until the election and qualification of his or her successor
and shall be subject to his or her prior death, resignation or removal. Directors need not be stockholders. Any director elected after the 2011 Annual Meeting
may be removed from office with or without cause by the vote of the holders of at least a majority of the shares outstanding and entitled to vote in the election of
directors. Any director may resign by delivering a resignation in writing or by electronic transmission to the Chairman of the Board, the President or the
Secretary, such resignation to specify whether it will be effective at a particular time, upon the happening of a future event, upon receipt or at the pleasure of
the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board.
Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled solely
by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by the stockholders), and each director so
chosen shall hold office until the Annual Meeting for the year in which such director’s term expires; provided that the term of each director shall continue until
the election and qualification of his or her successor and shall be subject to his or her prior death, resignation or removal. No decrease in the authorized
number of directors shall shorten the term of any incumbent director.
Section 3. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which
may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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