Delaware | 001- 34481 | 22-3341267 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
195 Clarksville Road | 08550 | |
Princeton Junction, New Jersey | (Zip Code) | |
(Address of principal executive offices) |
1. | Section 2(B)(4) was amended to provide that a special meeting requested by stockholders shall be held no more than 60 days after the record date of the meeting, to be consistent with Section 213 of the Delaware General Corporation Law (“DGCL”). The Bylaw previously provided for a 90 day period. |
2. | Section 2.8 was amended to clarify and expand the authority of the chairman of a stockholders meeting to (i) recess or adjourn the meeting; (ii) ensure the safety of the meeting; (iii) limit participation or attendance at the meeting to stockholders or duly authorized proxies; (iv) make determinations that may be appropriate to the conduct of the meeting, and (v) determine and declare that a matter or business was not properly brought before the meeting and that any such matter or business shall not be transacted or considered. Section 2.8 was also amended to provide that meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. |
3. | Section 2.9 was amended to clarify that the votes required for particular matters are also governed by the rules of the stock exchange or other regulations applicable to the Company, and that voting need not be by written ballot. |
4. | Section 3.13 was amended to provide that any director may be removed from the Board with or without cause by stockholders, to be consistent with Section 141(k) of the DGCL. Previously, Section 3.13 permitted stockholders to remove a director only for cause. |
5. | The last sentence of Section 9.5 was amended by adding the phrase “to the fullest extent permitted by applicable law” to the end of the sentence. |
6. | Section 10.5 has been added. Section 10.5 provides that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim governed by the internal affairs doctrine. |
7. | The amended Bylaws contain other minor changes or corrections. |
3.2 | Bylaws of Mistras Group, Inc. (Effective July 20, 2016) |
MISTRAS GROUP, INC. | ||||
Date: July 22, 2016 | By: | /s/ Michael C. Keefe | ||
Name: | Michael C. Keefe | |||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit No. | Description | |
3.2 | Bylaws of Mistras Group, Inc. (Effective July 20, 2016) |