Rayovac 2008 Annual Report Download - page 198

II.12No Action by Consent of Shareholders in Lieu of Meeting. Any action required or permitted to be taken by the shareholders of the Corporation must
be effected at a duly constituted annual or special meeting of such shareholders and may not be effected by any consent in writing by such shareholders.
II.13Nominees for Directors and Other Shareholders’ Meeting Proposals.
(a) At any meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be
properly brought before any meeting of shareholders, business (other than the nomination of an individual for election as a director) must be: (i) a proper matter
for action by shareholders, (ii) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (iii) otherwise
brought before the meeting by or at the direction of the Board of Directors or (iv) otherwise properly brought before the meeting by a shareholder of the
Corporation who (A) is a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, was the
beneficial owner of capital stock of the Corporation entitled to vote on such business at the meeting) at the time of giving the notice provided for in this Section
II.13 through and including the time of the meeting (including any adjournment or postponement thereof), (B) is entitled to vote on such business at the meeting
and (C) complies with the procedures set forth in this Section II.13 and Section II.14 as to such notice and such business.
(b) A nomination of an individual for election as a director at a meeting of shareholders may be made at a meeting at which the election of
directors is a matter specified in the notice of meeting (or any supplement thereto) (i) by or at the direction of the Board of Directors, (ii) by any nominating
committee or person appointed by the Board of Directors or (iii) by any shareholder of the Corporation entitled to vote for the election of directors at the meeting
who (A) is a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed, was the beneficial
owner of capital stock of the Corporation entitled to vote for the election of directors at the meeting) at the time of giving the notice provided for in this Section
II.13 through and including the time of the meeting (including any adjournment or postponement thereof), (B) is entitled to vote for the election of directors at
the meeting and (C) complies with the procedures set forth in this Section II.13 and Section II.14 as to such notice and such nomination.
(c) For nominations for election to the Board of Directors or other business to be properly brought before a meeting by a shareholder
pursuant to Section II.13(a)(iv) or Section II.13(b)(iii), as the case may be, the shareholder shall (i) have given timely notice thereof in writing to the secretary of
the Corporation in accordance with this Section II.13 (“Shareholder Notice”) and (ii) provide any updates or supplements to such notice in the times and in the
forms required by Section II.14. To be timely, a Shareholder Notice must set forth as to each Proposing Person with respect to such Shareholder Notice all
Required Information and shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation: (i) in the case of any
annual meeting, not later than 5:00 P.M. (Eastern Standard Time) on the 90 th day, nor earlier than the 120th day prior to the anniversary date of the preceding
year’s annual shareholders’ meeting or (ii) in the case of a special meeting or if the annual meeting is called for a date not within 25 days before or after such
anniversary date, notice must be not later than 5:00 P.M. (Eastern Standard Time) on the 10 th day following the date that is the earlier of the date (1) on which
notice of such meeting is first mailed to such shareholder or (2) public announcement of the date of such meeting is first made by the Corporation. In no event
shall the adjournment of a meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of timely notice as
described above.
(d) The presiding officer at a shareholders’ meeting shall, if the facts warrant, determine and declare to the meeting that a nomination or
other business, as the case may be, was not made in accordance with the procedures set forth in this Section II.13 and Section II.14, and if the presiding officer
should so determine, then the presiding officer shall so declare to the meeting and such nomination or other business shall be disregarded.
(e) Notwithstanding anything in the By-Laws to the contrary, no individual shall be eligible for election as a director of the Corporation
unless nominated in accordance with the applicable procedures
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008