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Delaware
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000-24620
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36-2495346
|
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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allow
for special meetings of stockholders to be called by the holders
of not
less than 10% of the outstanding shares, in addition to the Chairman,
the
Chief Executive Officer, the President and a majority of the
Board;
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change
the scope of the business that may be conducted at a special meeting
from
any business regardless of whether stated in the notice of a meeting
if
all the stockholders are present under the Former Bylaws to only
such
matters as are covered in the notice of such meeting under the
Amended and
Restated Bylaws;
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limit
the location for annual meetings to the continental United
States;
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require
stockholder meetings to be held at the principal office of the Company
unless the notice states otherwise;
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allow
stockholder meetings to be held by means of remote communication
at the
discretion of the Board;
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if
applicable, requires notice of a stockholder meeting to include
the means
of remote communications by which stockholders and proxy holders
may be
deemed present in person and vote at such
meeting;
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provide
for electronic transmission or any other legally permitted method
of
transmission for notice of a stockholder
meeting;
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allow
that whenever notice is required to be given under a statute, Certificate
of Incorporation or the Amended and Restated Bylaws, and no provision
is
made as to how such notice shall be given, that personal notice
shall not
be required and notice may be given by any method under the Amended
and
Restated Bylaws;
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clarify
when delivery of notice will be deemed to have occurred whether
delivery
is by mail, overnight courier, telegram or
telex;
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permit
notice to be given by electronic
transmission;
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expands
exceptions from notice requirement to reflect the addition of electronic
transmission;
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state
that any action or meeting taken or held without notice, as is
permissible
in the exceptions to notice under the Amended and Restated Bylaws,
will
have the same force and effect as if such notice had been duly
given;
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provide
for the voting list to be available by reasonably accessible electronic
network if the meeting is to be held by means of remote
communication;
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require
that directors shall be elected by written
ballot;
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remove
the specific list of methods in which a stockholder may grant authority
to
a person to act as a proxy for that stockholder but continue to
allow for
the use of a proxy at stockholder
meetings;
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change
the approval of actions without a meeting of the stockholders from
a
“minimum number of votes authorized to take such an action” to unanimous
consent of the stockholders; and
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allow
for meeting inspectors to incorporate information from electronic
transmissions in determining the validity and the counting of the
ballots.
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specifically
state that directors do not need to be a resident of Delaware and
each
director must have attained the age of
majority;
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provide
that decrease in the number of directors constituting the entire
board
shall not have the effect of shortening the term of any incumbent
director;
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allow
a director who has resigned effective at a future date to participate
in
filling the vacancy left by his or her
resignation;
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allow
for newly elected board of directors to hold its first meeting
for the
purpose of organization and the transaction of business, if a quorum
is
present, immediately after and at the same place as the annual
meeting of
stockholders without notice;
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provide
that notice does not need to be given for regular
meetings;
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delete
the provision in the Former Bylaws allowing for special meetings
to be
called “by written request of two directors” and replaces it with a
provision in the Amended and Restated Bylaws allowing for special
meetings
to be called “by written request of one-third of the
directors”;
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shorten
the length of notice for special meetings from two days to twenty-four
hours;
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allow
directors consents to be received by electronic
transmission;
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add
a section dealing with the procedure at meetings of the Board;
and
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add
a section stating that a director present at a meeting of the Board
is
presumed to assent to any action taken unless the dissent of the
director
is filed with the Company.
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delete
restrictions in the Former Bylaws setting forth what actions a
committee
can not authorize and restrict the authority of the committee to
the
extent expressly restricted by law;
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provides
that the Board has the power to fill vacancies in, to change the
membership of, and to discharge any
committee;
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delete
the provision in the Former Bylaws allowing committee members of
a
committee to appoint an alternate member from the Board if the
committee
member is disqualified or absent thereby reserving this right to
the
Board;
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provide
that notice does not need to be given for regular
meetings;
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allows
a special meeting to be called by the chairman of the committee
on at
least twenty-four hours notice;
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provide
that a majority of the number of members of a committee constitutes
a
quorum; and
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provide
that the act of a majority of the members present at any meeting
at which
there is a quorum, unless a greater number is required by law,
shall be
the act of a committee.
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provide
that the officers of the Company shall be such officers as the
board shall
determine;
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allow
the Chief Executive Officer (or such other officer as determined
by the
board) to suspend the powers of any employee, including an elected
officer, to allow the board or a committee thereof to consider
reinstatement, suspension or removal;
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state
that the Board may delegate the power to determine compensation
of any
officer or agent to the Chairman of the Board, the Chief Executive
Officer
or the President (or such other officer as determined by the Board);
and
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delete
the language in the Former Bylaws providing that the person elected
as
Chairman of the Board is also elected as Chief Executive Officer
and that
the person elected as President is also elected as Chief Operating
Officer.
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expand
the scope of indemnification to cover claims in arbitration or
mediation;
and
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expand
the expenses covered to include fees of consultants, advisors and
expert
witnesses and related charges.
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state
that the Company shall keep correct and complete books and records
of
accounts; and
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provide
that a director, committee member or officer may submit his or
her
resignation by giving written notice to the Board, the Chairman
of the
Board, the Chief Executive Officer, the President or the
Secretary.
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3.1
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Amended
and Restated Bylaws of Darling International Inc. (Amended and
Restated as
of January 16, 2007)
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10.1
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Amendment
to Darling International Inc. 2004 Omnibus Incentive
Plan
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