Juno 2013 Annual Report Download - page 162

of all the votes which could be cast at such meeting by the holders of all of the outstanding shares of capital stock entitled to vote at such meeting shall
constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman
presiding at the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from
time to time, in the manner provided in Section 2.4, until a quorum shall be present or represented.
Section 2.6 When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable statute
or of the certificate of incorporation or the Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of
such question. Votes of stockholders entitled to vote at a meeting of stockholders may be cast in person or by proxy. The Board of Directors, in its discretion,
or the chairman presiding at a meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written
ballot.
Notwithstanding any provision in these Bylaws to the contrary (other than in connection with filling vacancies on the Board of Directors), at the 2014
annual meeting of stockholders and at each annual meeting thereafter, a nominee for director shall be elected to the Board of Directors if the votes cast for such
nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any
meeting of stockholders for which the Secretary determines that the number of nominees exceeds the number of directors to be elected as of the date seven days
prior to the scheduled mailing date of the proxy statement for such meeting. For this purpose, votes cast shall exclude abstentions, withheld votes or broker
non-votes with respect to a director’s election.
Section 2.7 Unless otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of such holders and may not be
effected by consent by such holders in lieu of such a meeting.
Section 2.8 The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause a third party to prepare and
make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (a) on a reasonably accessible electronic network;
provided, that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the
principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open
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