Rayovac 2008 Annual Report Download - page 197

II.10Voting of Shares by Certain Holders.
(a)Other Corporations. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of
such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall
be conclusive evidence of the signer’s authority to act, in the absence of express notice to this Corporation, given in writing to the Secretary of this Corporation,
of the designation of some other person by the board of directors or the bylaws of such other corporation.
(b)Legal Representatives and Fiduciaries. Any administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee
for creditors who holds shares may vote such shares, either in person or by proxy, without a transfer of such shares into his, her or its name provided that there is
filed with the Secretary before or at the time of meeting proper evidence of his, her or its incumbency and the number of shares held. Shares standing in the name
of a fiduciary may be voted by such fiduciary, either in person or by proxy. A proxy executed by a fiduciary, shall be conclusive evidence of the signer’s
authority to act, in the absence of express notice to this Corporation, given in writing to the Secretary of this Corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary relationship.
(c)Pledgees. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
(d)Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this Corporation, shall be voted at any meeting or counted in determining the total number of
votes represented at such a meeting, but shares of its own issue held by this Corporation in a fiduciary capacity, or held by such other corporation in a fiduciary
capacity, may be voted and shall be counted in determining the total number of votes represented at such a meeting.
(e)Minors. Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has received written notice or has actual knowledge that such shareholder is a minor.
(f)Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the Corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.
(g)Joint Tenants. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or such individual’s legal representative is present and
claims the right to participate in the voting of such shares or prior to the vote files with the Secretary of the Corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the
Secretary of the Corporation has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased.
II.11Waiver of Notice by Shareholders. Whenever any notice whatsoever is required to be given to any shareholder of the Corporation under the Articles
of Incorporation or By-Laws or any provision of applicable law, a waiver thereof in writing, signed at any time, whether before or after the time of the meeting,
by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice;provided,however, that such waiver in respect to any matter of
which notice is required under any provision of the WBCL shall contain the same information as would have been required to be included in such notice, except
the time and place of meeting.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008