Danaher 2011 Annual Report Download - page 138

Section 3. Transfers. Transfer of shares of stock of the Corporation represented by certificates shall be made on the books of the Corporation only upon
the surrender of a valid certificate or certificates for not less than such number of shares, duly endorsed by the person named in the certificate or by an
attorney lawfully constituted in writing. Transfer of uncertificated shares of stock shall be made on the books of the Corporation upon receipt of proper
transfer instructions from the registered owner of the uncertificated shares, an instruction from an approved source duly authorized by such owner or from an
attorney lawfully constituted in writing. The Corporation may impose such additional conditions to the transfer of shares of its stock as may be necessary or
appropriate for compliance with applicable law or to protect the Corporation, a transfer agent or the registrar from liability with respect to such transfer.
Section 4. Record Date.
(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board
of Directors may, except as otherwise required by law, fix, in advance, a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record date shall not be more than sixty days nor less than ten days before the date of
such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting
unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making
such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a
meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of
stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned
meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 4 at
the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting (including by
telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of Directors.
(c) Any stockholder of record seeking to have the stockholders authorize or take corporate action by consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a
request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the board of directors pursuant to Section 4(b) of
this Article V). If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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