Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K DOCUMENT - INVENTIV HEALTH INC | form8k.htm |
| EX-10.1 - 12/14/09 NK EMPLOYMENT AGREEMENT - INVENTIV HEALTH INC | nkemploymntagrmnt.htm |
Exhibit
3.2
Amendment to Article I,
Section X of the Amended and Restated Bylaws
of inVentiv Health, Inc. (as
of December 14, 2009)
SECTION
10. Stockholder
Proposals.
(a) Annual
Meetings. (i) Nominations of persons for election to the Board
of Directors and the proposal of business to be considered by the stockholders
shall be made at an annual meeting of stockholders (A) pursuant to the
Corporation’s notice of such meeting, (B) by or at the direction of the Board of
Directors or (C) by any stockholder of the Corporation who was a stockholder of
record at the time of giving notice provided for in this Section 10, who is
entitled to vote at such meeting and who complies with the notice procedures set
forth in this Section 10.
(ii) For nominations or
other business to be properly brought before an annual meeting by a stockholder
pursuant to clause (C) of subparagraph (a)(i) of this Section 10, the
stockholder 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
stockholder action. To be timely, a stockholder’s notice must be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th day
nor earlier than the close of business on the 120th day
prior to the first anniversary of the preceding year’s annual
meeting,. Such stockholder’s notice shall set forth (A) as to each
person whom the stockholder proposes to nominate for election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), including such person’s written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected, (B) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made, (1) the name and address of such stockholder, as they
appear on the Corporation’s books, and of such beneficial owner and (2) the
class and number of shares of the Corporation that are beneficially owned and
held of record by such stockholder and such beneficial owner. The
foregoing notice requirements of this Section 10 shall be deemed satisfied by a
stockholder with respect to business other than a nomination if the stockholder
has notified the Corporation of his, her or its intention to present a proposal
at an annual meeting in compliance with applicable rules and regulations
promulgated under the Exchange Act and such stockholder’s proposal has been
included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting.
(b) Special Meetings of
Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the notice of such meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s
notice of such meeting (i) by or at the direction of the board of directors or
(ii) by any stockholder of the Corporation who is a stockholder of record at the
time of giving of notice of the special meeting, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Section 10. In the event a special meeting of stockholders is called
for the purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the notice of meeting, if the
stockholder’s notice required by subparagraph (a)(ii) of this Section 10 shall
be delivered to the Secretary of the Corporation at the principal executive
offices of the Corporation not earlier than the 120th day
prior to such special meeting and not later than the close of business on the
later of (x) the 90th day
prior to such special meeting and (y) the close of business on the 10th day
following the date on which public announcement of the date of such special
meeting.
(c) General. (i)
Only such persons who are nominated in accordance with the procedures set forth
in this Section 10 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 10. Except as otherwise provided by law or these By-Laws, the
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 10, and if any proposed nomination or business is not in compliance
with this Section 10, to declare that such defective proposal or nomination
shall be disregarded.
(ii) Notwithstanding the foregoing
provisions of this Section 10, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth herein. Nothing in
this Section 10 shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation’s proxy statement pursuant to Rule
14a-8 under the Exchange Act; provided however, that any references in these
By-laws to the Exchange Act or the rules and regulations promulgated thereunder
are not intended to and shall not limit any requirements applicable to
nominations or proposals as to any other business to be considered pursuant to
this Section 10 (including
paragraphs (a)(i)(C) and (b) hereof), and compliance with paragraphs (a)(i)(C)
and (b) of this Section 10 shall be the
exclusive means for a stockholder to make nominations or submit other business
(other than, as provided in the last sentence of
(a)(ii), business other than nominations brought properly under and in
compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to
time).