EMC 2008 Annual Report Download - page 139

benefit to the shareholder therefrom, (g) a description of any proportionate interest in stock of the corporation or Derivative Positions with respect to the
corporation held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially
owns an interest in such a general partner, and (h) all other information which would be required to be included in a proxy statement or other filings required
to be filed with the Securities and Exchange Commission if, with respect to any such item of business, such shareholder were a participant in a solicitation
subject to Regulation 14A under the Exchange Act (the "Proxy Rules").
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any meeting of shareholders except in accordance with the
procedures set forth in this Section 2.4; provided, however, that nothing in this Section 2.4 shall be deemed to preclude discussion by any shareholder of any
business properly brought before such meeting.
The chairman of the board or other presiding officer of the meeting may, if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the foregoing procedures, and if such officer should so determine, such officer shall so declare to the
meeting and that business shall be disregarded.
2.5. Quorum of Shareholders. At any meeting of shareholders, a quorum shall consist of a majority in interest of all stock issued and outstanding and
entitled to vote at the meeting, except when a larger quorum is required by law, by the articles of organization or by these bylaws. Stock owned directly or
indirectly by the corporation, if any, shall not be deemed outstanding for this purpose. Any meeting may be adjourned from time to time by a majority of the
votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
2.6. Action by Vote.
(a) Election of Directors. Other than in a Contested Election Meeting (as defined below), beginning at the opening of the polls at the 2009 Annual
Meeting of Shareholders, when a quorum is present at any meeting of shareholders, a nominee for director shall be elected to the board of directors if the
votes properly cast "for" such nominee's election exceed the votes properly cast "against" such nominee's election (with "abstentions," "broker non-votes" and
"withheld votes" not counted as a vote "for" or "against" such nominee's election). In a Contested Election Meeting or at any meeting of shareholders held
prior to the 2009 Annual Meeting of Shareholders, when a quorum is present, directors shall be elected by a plurality of the votes properly cast at such
meeting. A meeting of shareholders shall be a "Contested Election Meeting" if there are more persons nominated for election as directors at such meeting than
there are directors to be elected at such meeting, determined as of the tenth day preceding the date of the corporation's first notice to shareholders of such
meeting sent pursuant to Section 2.4 of these bylaws (the "Determination Date"); provided, however, that if in accordance with Section 3.2 of these bylaws
shareholders are entitled to nominate persons for election as director for a period of time that ends after the otherwise applicable Determination Date, the
Determination Date shall instead be as of the end of such period. No ballot shall be required for any election unless requested by a shareholder present or
represented at the meeting and entitled to vote in the election.
(b) Other Matters. Except as provided in Section 2.6(a), when a quorum is present at any meeting of shareholders, a majority of the votes properly
cast upon any question shall decide the question, except when a larger vote is required by law, by the articles of organization or by these bylaws.
2.7. Voting. Shareholders entitled to vote shall have one vote for each share of stock entitled to vote held by them of record according to the records
of the corporation, unless otherwise provided by
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