Enom 2010 Annual Report Download - page 155

shall have been duly elected and qualified, or until such director's right to hold such office terminates pursuant to said provisions,
whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the
Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock
having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of
all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the
Corporation shall be reduced accordingly.
B. (1) In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly
authorized to make, alter or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any
regular or special meeting of the Board of Directors at which a quorum is present. Notwithstanding the foregoing, but in addition to
any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, the Bylaws of the Corporation
may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of all the then-outstanding shares of the Voting Stock.
(2) The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
(3) Subject to the rights of the holders of any series of Preferred Stock then outstanding, any action required or
permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the
stockholders of the Corporation, and the taking of any action by written consent of the stockholders is specifically denied.
(4) Subject to the rights of the holders of any series of Preferred Stock then outstanding, special meetings of the
stockholders of the Corporation may be called, for any purpose or purposes, by the Board of Directors, chairperson of the Board of
Directors, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called
by any other person or persons.
(5) Subject to the rights of the holders of any series of Preferred Stock then outstanding, advance notice of
stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
C. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the
Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the
Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of
the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or
entity
5