MERIDIAN BIOSCIENCE, INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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0-14902
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31-0888197
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No. )
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3471 River Hills Drive, Cincinnati, Ohio
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45244
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
Emerging growth company ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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3.1 |
Amended and Restated Code of Regulations of the Company
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99.1 |
September 24, 2018 Press Release of the Company
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MERIDIAN BIOSCIENCE, INC.
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Date: September 24, 2018
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By: /s/ Melissa A. Lueke
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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(a)
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Notice
. Written notice of the time, place and purposes of any meeting of Shareholders shall be given to each Shareholder entitled thereto not less than seven days nor more than sixty days before the date fixed for the meeting and as prescribed by law. Such notice shall be provided by personal delivery, mail, or, to the extent permitted by law, electronically to each Shareholder entitled to notice of or to vote at such meeting. If such notice is mailed, it shall be directed, postage pre-paid, to the Shareholders at their respective addresses as they appear upon the records of the Corporation, and notice shall be deemed to have been given on the day so mailed. If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such an adjournment is taken. No business shall be transacted at any such adjourned meeting except as might have been lawfully transacted at the meeting at which such adjournment was taken.
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(b)
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Notice to Joint Owners
. All notices with respect to any shares to which persons are entitled by joint or common ownership may be given to that one of such persons who is named first upon the books of this Corporation, and notice so given shall be sufficient notice to all the holders of such shares.
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(c)
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Waiver
. Notice of any meeting, whether required to be given by law or under these Regulations, however, may be waived in writing by any Shareholder either before or after any meeting of Shareholders, or by attendance at such meeting without protest to the commencement thereof.
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(a)
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Shareholder Proposals Other Than Nominations for Election to the Board of Directors
. The proposal of any business to be considered by the Shareholders other than nominations for election to the Board of Directors may be made at any Annual Meeting of Shareholders or any special meeting as provided for in Section 2 of this Article II: (i) pursuant to the Notice of Meeting procedures provided for in Section 4(a) of this Article II; (ii) by or at the direction of the Board of Directors; or (iii) by any Shareholder of the Corporation who was a Shareholder of record both at the time of giving notice by the Shareholder as provided for in this Section 5(a) and at the time of such meeting, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 5(a). For any business other than nominations for election to the Board of Directors to be properly brought before any meeting by a Shareholder pursuant to this Section 5(a), the Shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for action by the Shareholders. To be timely, a Shareholder's notice shall set forth all information required by this Section 5 and shall be delivered to the Secretary at the principal executive office of the Corporation not earlier than the one-hundred fiftieth day nor later than 5:00 p.m., Eastern Time, on the ninetieth day prior to such meeting if such meeting is an annual meeting or not later than 5:00 p.m., Eastern Time, on the fifteenth day prior to such meeting if such meeting is a special meeting. In no event shall the public announcement of a postponement of such meeting or of an adjournment or postponement of any meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above.
A Shareholder's notice to be proper must set forth (i) as to any business that the Shareholder proposes to bring before the meeting, other than nominations to election to the Board of Directors, a description of the business desired to be brought before the meeting, the reasons for proposing such business at the meeting and any material interest in such business of such Shareholder and any Shareholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the Shareholder or the Shareholder Associated Person therefrom; (ii) as to the Shareholder giving the notice and any Shareholder Associated Person (A) the class, series and number of all shares of stock of the Corporation which are owned by such Shareholder and by such Shareholder Associated Person, if any, (B) the nominee holder for, and the number of, shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person, and (C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such Shareholder or any such Shareholder Associated Person with respect to any share of stock of the Corporation; (iii) as to any Shareholder giving notice and any Shareholder Associated Person covered by this Section 5(a), the name and address of such Shareholder, as they appear on the Corporation's stock ledger and current name and address, if different, and of such Shareholder Associated Person; and (iv) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the notice.
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(b)
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Shareholder Associated Person
. For the purposes of this Section 5 and Section 2 of Article III of these Regulations "Shareholder Associated Person" of any Shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder; (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder; and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.
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(c)
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Inaccurate Information
. If information submitted pursuant to this Section 5 by any Shareholder proposing any business other than a nomination for election to the Board of Directors shall be inaccurate to a material extent, such information may be deemed not to have been provided in accordance with this Section 5. Upon written request by the Secretary or the Board of Directors, any Shareholder proposing any business other than a nomination for election to the Board of Directors shall provide, within five business days of delivery of such request (or other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized Officer of the Corporation, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to this Section 5; and (ii) a written update of any information previously submitted by the Shareholder pursuant to this Section 5 as of an earlier date. If the Shareholder fails to provide such written verification or a written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 5. Only such proposals made in accordance with the procedures set forth in this Section 5 shall be eligible to be brought before the meeting. The Chairman of the meeting shall have the power to determine whether a proposal was made in accordance with this Section 5, and, if any proposal is not in compliance with this Section 5, to declare that such proposal shall be disregarded.
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(d)
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General
. Notwithstanding the foregoing provisions of this Section 5, a Shareholder shall also comply with all applicable requirements of state law and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 5. Nothing in this Section 5 shall be deemed to affect the right of a Shareholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation's proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Securities Exchange Act of 1934.
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(a)
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Presiding Officer
. The Chairman of the Board, or in his absence, the President, or in the absence of both of them, a Vice President of the Corporation, shall call all meetings of the Shareholders to order and shall act as Chairman thereof; if all are absent, the Shareholders shall elect a Chairman.
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(b)
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Minutes
. The Secretary of the Corporation, or, in his absence, an Assistant Secretary, or, in the absence of both, a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting and shall keep and make a record of the proceedings thereat.
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1.
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Call meeting to order.
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2.
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Selection of Chairman and/or Secretary, if necessary.
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3.
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Proof of notice of meeting and presentment of affidavit thereof.
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4.
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Filing of proxies with Secretary.
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5.
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Upon appropriate demand, appointment of inspectors of election.
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6.
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Reading, correction and approval of previously unapproved minutes.
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7.
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Reports of officers and committees.
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8.
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If annual meeting, or meeting called for that purpose, election of Directors.
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9.
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Unfinished business, if adjourned meeting.
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10.
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Consideration in sequence of all other matters set forth in the call for and written notice of the meeting.
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11.
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Any new business other than that set forth in the notice of the meeting which shall have been submitted to the Secretary of the corporation in writing in accordance with the terms and conditions of Section 5 of this Article II. The provisions of Article III shall govern the procedures for Shareholder nominations of directors.
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12.
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Adjournment
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(a)
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Election
. The Directors shall be elected at the Annual Meeting of the Shareholders, or if not so elected, at a special meeting of Shareholders called for that purpose provided that the Board of Directors has determined that Directors shall be elected at such special meeting. Nominations for election to the Board of Directors may be made at any such meeting described in the previous sentence (i) pursuant to the Notice of Meeting procedures provided for in Section 4(a) of Article II of these Regulations; (ii) by or at the direction of the Board of Directors; or (iii) by any Shareholder of the Corporation who was a Shareholder of record both at the time of giving notice by the Shareholder as provided for in this Section 2(a) and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2(a). For a nomination for election to the Board of Directors to be properly brought before any meeting by a Shareholder pursuant to this Section 2(a), the Shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a Shareholder's notice shall set forth all information required by this Section 2 and shall be delivered to the Secretary at the principal executive office of the Corporation not earlier than the one-hundred fiftieth day nor later than 5:00 p.m., Eastern Time, on the ninetieth day prior to such meeting if such meeting is an annual meeting or not later than 5:00 p.m., Eastern Time, on the fifteenth day prior to such meeting if such meeting is a special meeting. In no event shall the public announcement of a postponement of such meeting or of an adjournment or postponement of meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above. Only persons nominated as provided for in this Section 2(a) shall be eligible for election.
A Shareholder's nomination to be proper must set forth (i) as to each individual whom the Shareholder proposes to nominate for election or reelection as a Director (A) the name, age, business address and residence address of such individual, (B) the class, series, and number of any shares of stock of the Corporation that are beneficially owned or owned of record by such individual, (C) the date such shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (including such individuals written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (ii) as to the Shareholder giving the notice and any Shareholder Associated Person (A) the class, series and number of all shares of stock of the Corporation which are owned by such Shareholder and by such Shareholder Associated Person, if any, (B) the nominee holder for, and the number of, shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person, and (C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such Shareholder or any such Shareholder Associated Person with respect to any share of stock of the Corporation; (iii) as to any Shareholder giving notice and any Shareholder Associated Person covered by this Section 2(a), the name and address of such Shareholder, as they appear on the Corporation's stock ledger and current name and address, if different, and of such Shareholder Associated Person; and (iv) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election or reelection as a Director.
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(b)
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Number
. The number of Directors, which shall not be less than three, may be fixed or changed at a meeting of the Shareholders called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on such proposal. In addition, the number of Directors may be fixed or changed by action of the Directors at a meeting called for that purpose at which a quorum is present by a majority vote of the Directors present at the meeting. The Directors then in office may fill any Director's office that is created by an increase in the number of Directors. The number of Directors elected shall be deemed to be the number of Directors fixed unless otherwise fixed by resolution adopted at the meeting at which such Directors are elected.
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(c)
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Shareholder Nominations
. If information submitted pursuant to this Section 2 by any Shareholder proposing a nominee for election as a Director shall be inaccurate to a material extent, such information may be deemed not to have been provided in accordance with this Section 2. Upon written request by the Secretary or the Board of Directors, any Shareholder proposing a nominee for election as a Director shall provide, within five business days of delivery of such request (or other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized Officer of the Corporation, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to this Section 2 and (ii) a written update of any information previously submitted by the Shareholder pursuant to this Section 2 as of an earlier date. If the Shareholder fails to provide such written verification or a written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 2. Only such individuals who are nominated in accordance with the procedures set forth in this Section 2 shall be eligible for election by Shareholders as Directors. The Chairman of the meeting shall have the power to determine whether a nomination was made in accordance with this Section 2, and, if any proposed nomination is not in compliance with this Section 2, to declare that such nomination shall be disregarded.
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(d)
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Qualifications
. Directors need not be Shareholders of the Corporation.
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(a)
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Term
. Each Director shall hold office until the next annual meeting of the Shareholders and until his successor has been elected or until his earlier resignation, removal from office, or death. A majority of the whole Board may elect a Chairman of the Board on an annual basis or otherwise from time-to-time as may be deemed necessary. The Chairman of the Board, if any, shall hold office until the next annual meeting of Shareholders and until his successor, if any, has been elected or until his earlier resignation, removal from office, or death. Directors shall be subject to removal as provided by statute or by other lawful procedures and nothing herein shall be construed to prevent the removal of any or all Directors in accordance therewith.
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(b)
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Resignation
. A resignation from the Board of Directors shall be deemed to take effect immediately upon its being received by any incumbent corporate officer other than an officer who is also the resigning Director, unless some other time is specified therein.
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(c)
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Vacancy
. In the event of any vacancy in the Board of Directors for any cause, including, but not limited to, those caused by an increase in the number of Directors, the remaining Directors, though less than a majority of the whole Board, may fill any such vacancy for the unexpired term.
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(a)
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Regular Meetings
. A regular meeting of the Board of Directors shall be held immediately following the adjournment of the annual meeting of the Shareholders or a special meeting of the Shareholders at which Directors are elected. The holding of such Shareholders' meeting shall constitute notice of such Directors' meeting and such meeting shall be held without further notice. Other regular meetings shall be held at such other times and places as may be fixed by the Directors.
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(b)
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Special Meetings
. Special Meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board, the President, any Vice President, or any two Directors.
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(c)
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Place of Meeting
. Any meeting of Directors may be held at such place within or without the State of Ohio as may be designated in the Notice of said meeting.
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(d)
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Notice of Meeting and Waiver of Notice
. Notice of the time and place of any regular or special meeting of the Board of Directors (other than the regular meeting of Directors following the adjournment of the annual meeting of the Shareholders or following any special meeting of the Shareholders at which Directors are elected) shall be given to each Director by personal delivery, telephone, mail, or by electronic delivery at least forty-eight hours before the meeting, which notice need not specify the purpose of the meeting. Such notice, however, may be waived in writing by any Director either before or after any such meeting, or by attendance at such meeting without protest prior to the commencement thereof.
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(e)
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Meetings by Communications Equipment
. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
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(a)
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Appointment
. The Board of Directors may from time to time appoint certain of its members (but in no event less than one) to act as a committee or committees in the intervals between meetings of the Board and may delegate to such committee or committees power to be exercised under the control and direction of the Board. Each such committee and each member thereof shall serve at the pleasure of the Board.
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(b)
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Executive Committee
. In particular, the Board of Directors may create from its membership and define the powers and duties of an Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all of the powers of the Board of Directors in the management and control and the business of the Corporation to the extent permitted by law. All action taken by the Executive Committee shall be reported to the Board of Directors at its first meeting thereafter.
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(c)
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Committee Action
. Unless otherwise provided by the Board of Directors, a majority of the members of any committee appointed by the Board of Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any such committee without a meeting by a writing signed by all its members. Any such committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all action taken by it.
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(a)
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Term
. Each officer of the Corporation shall hold office at the pleasure of the Board of Directors, and unless sooner removed by the Board of Directors, until the meeting of the Board of Directors following the date of election of Directors and until his successor is elected and qualified.
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(b)
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Removal
. The Board of Directors may remove any officer at any time with or without cause by the affirmative vote of a majority of Directors then in office.
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(a)
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Determination by Suit
. In a matter which shall have been the subject of a suit or proceeding in which such person was a party which is disposed of by adjudication on the merits, unless such person shall have been finally adjudged in such suit or proceeding to, have been willfully derelict in the performance of that person's duty as such Director, officer or member of a committee; or
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(b)
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Determination by Committee
. In a matter not falling within (a) above, a majority of disinterested members of the Board of Directors or a majority of a committee of disinterested Shareholders of the Corporation, selected as hereinafter provided, shall determine that such person was not willfully derelict. Such determination shall be made by the disinterested members of the Board of Directors except where such members shall determine that such matter should be referred to said committee of disinterested Shareholders.
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