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Title: |
Bylaws [Amended and Restated No. 2] |
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Date: |
2003 |
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51KB total |
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$38 |
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ID: |
#169739 |
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MYLAN LABORATORIES INC.,
A PENNSYLVANIA CORPORATION
SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
Adopted as of October 24, 2002,
and amended on June 19, 2003 and October 28, 2003
TABLE OF CONTENTS
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ARTICLE I Shareholders |
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Section 1.01. Annual Shareholders Meetings |
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Section 1.02. Special Shareholders Meetings |
1 | |||||
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Section 1.03. Organization |
1 | |||||
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Section 1.04. Business of Shareholders Meetings |
1 | |||||
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Section 1.05. Order of Business |
2 | |||||
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ARTICLE II Directors |
3 | |||||
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Section 2.01. Number, Election and Term of Office |
3 | |||||
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Section 2.02. Filling Vacancies |
3 | |||||
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Section 2.03. Nominations of Directors: Election |
3 | |||||
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Section 2.04. Annual Meeting of the Board |
4 | |||||
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Section 2.05. Regular Board Meetings: Notice |
4 | |||||
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Section 2.06. Special Board Meetings: Notice |
4 | |||||
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Section 2.07. Action by Consent in Writing |
4 | |||||
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Section 2.08. Organization |
5 | |||||
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Section 2.09. Board Meetings by Telephone |
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Section 2.10. Resignations |
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Section 2.11. Qualification of Directors |
5 | |||||
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Section 2.12. Limitation of Director Liability |
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ARTICLE III Committees |
6 | |||||
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Section 3.01. Executive Committee: How Constituted and Powers |
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Section 3.02. Organization |
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Section 3.03. Other Committees |
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Section 3.04. Procedures |
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Section 3.05. Action by Consent in Writing |
6 | |||||
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Section 3.06. Meetings by Telephone |
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Section 3.07. Resignations; Removal; Vacancies |
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ARTICLE IV Officers |
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Section 4.01. Officers |
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Section 4.02. Removal |
7 | |||||
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Section 4.03. Resignations |
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Section 4.04. Vacancies |
8 | |||||
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Section 4.05. Chief Executive Officer |
8 | |||||
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Section 4.06. President |
8 | |||||
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Section 4.07. Chief Operating Officer |
8 | |||||
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Section 4.08. Chief Financial Officer |
8 | |||||
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Section 4.09. Chief Legal Officer |
9 | |||||
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Section 4.10. Chief Scientific Officer |
9 | |||||
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Section 4.11. Vice Presidents |
9 | |||||
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Section 4.12. The Secretary and Assistant Secretaries |
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Section 4.13. The Treasurer and Assistant Treasurers |
10 | |||||
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Section 4.14. The Controller and Assistant Controllers |
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ARTICLE V Shares of Capital Stock |
10 | |||||
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Section 5.01. Share Certificates |
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Section 5.02. Lost, Stolen, Destroyed or Mutilated Certificates |
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Section 5.03. Regulations Relating to Shares |
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Section 5.04. Holders of Record |
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ARTICLE VI Execution of Instruments; Deposit and Withdrawal of Corporate Funds |
12 | |||||
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Section 6.01. Execution of Instruments Generally |
12 | |||||
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Section 6.02. General and Special Bank Accounts |
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ARTICLE VII General Provisions |
12 | |||||
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Section 7.01. Offices |
12 | |||||
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Section 7.02. Corporate Seal |
12 | |||||
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Section 7.04. Financial Reports to Shareholders |
12 | |||||
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Section 7.05. Waiver of Notices |
13 | |||||
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Section 7.06. Facsimile Signatures |
13 | |||||
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Section 7.07. Reliance Upon Books, Reports and Records |
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Section 7.08. Gender |
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ARTICLE VIII Indemnification of Officers and Directors |
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Section 8.01. Right to Indemnification |
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Section 8.02. Right to Payment of Expenses |
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Section 8.03. Right of Indemnitee to Bring Suit |
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Section 8.04. Non-Exclusivity of Rights |
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Section 8.05. Insurance |
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Section 8.06. Indemnification of Employees, Assistants and Agents |
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Section 8.07. Other Enterprises, Fines, Serving at Corporations Request |
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Section 8.08. Effect of Amendment |
15 | |||||
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Section 8.09. Savings Clause |
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ARTICLE IX Amendments |
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Section 9.01. Amendments |
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ARTICLE X Inapplicable Subchapters of Business Corporation Law of Pennsylvania |
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Section 10.01. Subchapter E |
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Section 10.02. Subchapter G |
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Section 10.03. Subchapter H |
15 | |||||
ii
MYLAN LABORATORIES INC.,
A PENNSYLVANIA CORPORATION
SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
ARTICLE I
Shareholders
Section 1.01. Annual Shareholders Meetings. The annual meeting of the shareholders of Mylan Laboratories Inc. (the Corporation) shall be held on the last Friday of July in each year if not a legal holiday, and if a legal holiday, then on the next succeeding day which is not a legal holiday, at 11:00 a.m., at the principal executive office of the Corporation, or at such other date, time and place as may be fixed by the Board of Directors (the Board).
Section 1.02. Special Shareholders Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board or by two-thirds of the Board. Special shareholders meetings shall be held at such time and such place as designated by the Chairman of the Board or his designee. No business may be transacted at any special meeting of the shareholders other than that stated in the notice of meeting.
Section 1.03. Organization. The Chairman of the Board shall preside and the Secretary, or in his absence any Assistant Secretary, shall act as secretary, at all meetings of the shareholders. In the event that the Chairman of the Board is absent, the Vice Chairman of the Board shall preside at such meeting. In the absence of the Vice Chairman of the Board, the Chairman of the Board shall designate another member of the Board, or an officer of the Corporation, to preside over such meeting. If the Chairman of the Board fails to designate such person, a member of the Board or an officer of the Corporation shall be selected by a majority of the Board in attendance at such meeting, and that officer shall preside over the meeting. In the absence of the Secretary and any Assistant Secretary, the person presiding over the meeting shall designate any person to act as secretary of the meeting.
Section 1.04. Business of Shareholders Meetings. (a) At any annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual shareholders meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) brought before the meeting by the person presiding over the meeting, or (iii) otherwise properly requested to be brought before the meeting by a shareholder of the Corporation in accordance with Section 1.04(b) of these Bylaws.
(b) For business to be properly requested by a shareholder to be brought before an annual shareholders meeting, the shareholder must (i) be a shareholder of the Corporation of record at the time of the giving of the notice for such annual meeting,
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(ii) be entitled to vote at such annual meeting, and (iii) be in compliance with the notice procedures set forth in this Section 1.04(b) of the Bylaws. To be timely, a shareholders notice must be received by the Secretary not less than one hundred twenty (120) calendar days prior to the annual shareholders meeting; provided, however, that in the event a public announcement of the date of the annual shareholders meeting is not made at least seventy-five (75) calendar days prior to the date of the annual shareholders meeting, notice by the shareholder to be timely must be received by the Secretary not later than the close of business on the tenth (10th) calendar day following the day on which a public announcement is first made of the date of the annual shareholders meeting. A shareholders notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual shareholders meeting a description in reasonable detail of the business desired to be brought before the annual shareholders meeting and the reasons for conducting such business at the annual meeting; the name and address, as they appear on the Corporations books, of the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made; the class and number of shares of the Corporation that are owned beneficially and of record by the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made; and any material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made. A shareholder must also submit a supporting statement indicating the reasons for bringing such proposal. A shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and the rules and regulations (the Regulations) promulgated thereunder with respect to the matters set forth in this Section 1.04 of the Bylaws. For purposes of these Bylaws, the term public announcement means a posting on the Corporations website, disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Exchange Act or furnished to shareholders. Nothing in this Section 1.04 of the Bylaws will be deemed to affect any rights of shareholders to request inclusion of proposal in the Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(c) The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with these Bylaws will be made by the person presiding over such meeting, be it the Chairman of the Board, the Vice Chairman of the Board, a Board member or an officer of the Corporation appointed by the Chairman of the Board or selected to preside by the Board pursuant to Section 1.03 of these Bylaws. If the person presiding over the meeting determines that any business is not properly brought before such meeting, he will so declare to the meeting and any such business will not be conducted or considered.
Section 1.05. Order of Business. The order and conduct of business at shareholders meetings shall be determined by the person presiding over the shareholders meeting. The person presiding over such meeting shall have the power to adjourn the meeting to another place, date and time.
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