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| file | filename |
|---|---|
| 8-K - FORM 8-K - AK STEEL HOLDING CORP | form8-k.htm |
EXHIBIT
3.1
SECTION
7. Voting;
Proxies; Required Vote.
(a)
At each meeting of stockholders, every stockholder shall be entitled to vote in
person or by proxy appointed by instrument in writing, subscribed by the
stockholder or by the stockholder's duly authorized attorney-in-fact (but no
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period), and, unless the Certificate of
Incorporation provides otherwise, shall have one vote for each share of stock
entitled to vote registered in the name of the stockholder on the books of the
Corporation on the applicable record date fixed pursuant to these By-laws. At
all elections of directors the voting may but need not be by ballot. Except as
provided in Section 11 of Article II (relating to vacancies), each director
shall be elected by the vote of the majority of votes cast with respect to that
director’s election at any meeting for the election of directors at which a
quorum is present; provided, however, that if as of a date that is 14 calendar
days in advance of the date that the Corporation files its definitive proxy
statement (regardless of whether or not thereafter revised or supplemented) with
the Securities and Exchange Commission, the number of nominees exceeds the
number of directors to be elected, the directors shall be elected by the vote of
a plurality of the shares present in person or represented by proxy at any such
meeting and entitled to vote on the election of directors. In the event that the
election is to be determined by a plurality of the votes cast, stockholders
shall be permitted only to vote “for” a nominee or to “withhold” their vote with
respect to such nominee. In the event that the election is to be determined by a
majority of the votes cast, stockholders shall be permitted to vote “for” or
“against” a nominee and, for purposes of the election of a director, a majority
of the votes cast means that the number of shares voted “for” a director must
exceed the number of votes cast “against” that director. If, at a meeting for
the election of directors at which directors will be elected by a majority of
the votes cast, an incumbent director fails to be elected, any such director
shall tender his or her resignation to the Board within 30 days from the date of
the certification of the election results. The Nominating & Governance
Committee of the Board will consider what it deems to be the relevant facts and
circumstances and make a recommendation to the Board on whether to accept or
reject the resignation, or whether other action should be taken. The Board will
act on the tendered resignation, taking into account the Nominating &
Governance Committee’s recommendation and any other facts or circumstances it
deems to be relevant, and publicly disclose its decision and the rationale
underlying it within 90 days from the date of the certification of the election
results. A tender of resignation pursuant to this section shall be
delivered to the Board, and the resignation shall be effective when accepted by
the Board, notwithstanding anything in Section 10 of Article II to the
contrary. In the event that the Board acts to accept a tendered
resignation, the Board may act to fill the vacancy created by the resignation in
accordance with Section 11 of Article II, or the Board may act to reduce the
size of the Board in accordance with Section 2(A) of Article
II. Except as otherwise required by law or the Certificate of
Incorporation, any other action shall be authorized by a majority of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter.
(b)
Any action required or permitted to be taken at any meeting of stockholders may,
except as otherwise required by law or the Certificate of Incorporation, be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
record of the issued and outstanding capital stock of the Corporation that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote thereon were present and voted, and the writing or writings are
filed with the permanent records of the Corporation. Prompt notice of the taking
of corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
(c)
Where a separate vote by a class or classes is required, a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to the
vote on that matter, and the affirmative vote of the majority of shares of that
class or classes present in person or represented by proxy at the meeting shall
be the act of that class or classes, unless otherwise provided in the
Corporation's Certificate of Incorporation.