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(b) Procedure for Stockholder Election of Directors; Required Vote. At any meeting
of the stockholders for the election of directors at which a quorum is present, each
director shall be elected by the affirmative vote of a majority of the votes cast
with respect to the director, provided that if the number of nominees
exceeds the number of directors to be elected, directors shall be elected by the
affirmative vote of a plurality of the votes cast. For purposes of this Section
1(b), votes cast shall include votes for, against or to withhold authority for a
director. An abstention or broker non-vote shall not count as a vote cast with
respect to a director. If an incumbent director fails to be reelected by a majority
vote when such a vote is required and offers to resign, and if that resignation is
not accepted by the Board of Directors, such director shall continue to serve until
the next annual meeting and until his or her successor is duly elected, or his or
her earlier resignation or removal. If a director’s resignation is accepted by the
Board of Directors or if a nominee for director is not elected and the nominee is
not an incumbent director, then the Board of Directors, in its sole discretion, may
fill any resulting vacancy pursuant to the provisions of Article II, Section 2 of
these Bylaws or may decrease the size of the Board of Directors pursuant to the
provisions of Article II, Section 1(a) of these Bylaws. |