Juno 2013 Annual Report Download - page 166

ARTICLE 3
DIRECTORS
Section 3.1 The authorized number of directors shall be fixed and may be changed from time to time by resolution of the Board of Directors.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. If for any
cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the
stockholders of the Corporation called for that purpose in the manner provided in the Bylaws. The number of directors may not be increased by more than one
unless approved by (a) two thirds of each class of directors or (b) two thirds of each outstanding class or series of such class of stock of the Corporation.
Section 3.2 Except as provided in the Certificate of Incorporation or the Bylaws, directors shall be classified,
with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, one class to be originally elected for a
term expiring at the next following annual meeting of stockholders, another class to be originally elected for a term expiring at the second following annual
meeting of stockholders, and another class to be originally elected for a term expiring at the third following annual meeting of stockholders, with each class to
hold office until its successor is duly elected and qualified. At each succeeding annual meeting of stockholders, directors elected to succeed those directors
whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each
director to hold office until such person’s successor shall have been elected and qualified or until such person’s earlier resignation or removal. Each director,
including a director elected or appointed to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or by the Bylaws, wherein other qualifications for directors
may be prescribed. Election of directors need not be by written ballot unless so required by the Certificate of Incorporation or by the Bylaws.
Section 3.3 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 the
Bylaws required to be exercised or done by the stockholders of the Corporation.
Section 3.4 The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular
meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or the chief executive officer on two hours’ notice to each
director by phone, fax or electronic mail; special meetings shall be called by the Chairman of the Board, the chief executive officer or secretary in like manner
and on like notice on the written request of a majority of the Board unless the Board consists of only one director, in which case special
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