|
Delaware
|
0-51696
|
20-1372858
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
|
| · |
Notice
Requirement for Stockholder Proposals.
Language
has been added setting out in greater detail the required procedures
for
annual meetings of the Company’s stockholders. Among other things, the
Amended Bylaws require that notice be delivered to the Company (between
90
and 120 days before the anniversary of the immediately preceding
annual
meeting) of any business to be brought before an annual meeting by
a
stockholder. See Article I, Sections
2(d)-2(f).
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| · |
No
Cumulative Voting.
Language has been added expressly disallowing cumulative voting on
any and
all matters. See Article I, Section
11.
|
| · |
Number
of Directors.The
minimum number of directors has been decreased from four (4) to three
(3),
while the maximum number of directors has been increased from 11
to 12.
See Article II, Section 2.
|
| · |
Quorum
for Board Meetings.
The quorum requirement for the transaction of business at meetings
of the
Board has been reduced from two-thirds of the directors to a majority
of
the directors. See Article II, Section
8.
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| · |
Removal
of Directors.
Language has been added clarifying the circumstances constituting
cause
for removal of a director. Additionally, the required shareholder
vote for
the removal of a director has been increased from a majority of shares
then entitled to vote at an election of directors to two-thirds of
shares
then entitled to vote at an election of directors. See Article II,
Section
11.
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| · |
Interested
Director Transactions.
Language has been added allowing for the validation of transactions
between the Company and one or more directors, provided that the
directors’ interests have been disclosed to or are known by the Board, and
that the transactions have been approved by a majority of non-interested
directors. See Article II, Section
14.
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| · |
Indemnification.
The provisions for indemnification of directors and officers of the
Company have been expanded to expressly provide for, among other
things,
the right of an indemnitee to bring suit against the Company for
non-payment under the indemnification provisions. Language has also
been
added asserting the non-exclusivity of rights provided to persons
covered
by the indemnification provisions, as well as the right of the Company
to
indemnify and advance expenses to persons other than those specifically
addressed by the indemnification provisions. See Article IV, Sections
3,
4, and 6, respectively.
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| · |
No
Preemptive Rights.
With respect to the stock of the Company, language has been added
stating
that “[n]o stockholder or other person shall have any pre-emptive right
whatsoever.” See Article V, Section
8.
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|
3.6
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Amended
and Restated Bylaws of Trulite,
Inc.
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|
TRULITE,
INC.
|
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| |
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| Dated: May 30, 2007 | By: | /s/Jonathan Godshall |
|
Name: Jonathan Godshall |
||
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Title:
President and Chief Executive
Officer
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