NEWARK
COMMUNITY COOPERATIVE, INC. (T/A “NEWARK NATURAL FOODS”)
PROPOSED
AMENDMENTS TO ARTICLE NINTH OF THE CERTIFICATE OF INCORPORATION AND TO SECTION
5.4 OF THE BYLAWS REGARDING PROXY VOTING
Pursuant to
Section 242(b)(3) of Title 8 of the Delaware Code and pursuant to Article
Seventh of the Certificate of Incorporation and Section 10.1 of the Bylaws of
the Corporation,
BE IT HEREBY RESOLVED BY THE BOARD OF STEWARDS OF NEWARK COMMUNITY COOPERATIVE, INC., a majority thereof concurring, that the following amendments to Article Seventh of the Certificate of Incorporation and to Sections 5.2 and 5.4 of the Bylaws of the corporation are deemed advisable and shall be presented to the members of the corporation for their approval at the annual meeting of the members to be held on November 9th, 2013:
Amend Article
Ninth of the Certificate of Incorporation (which Article prohibits voting by
proxy) by deleting the same in its entirety and by re-designating existing
Article Tenth as Article Ninth.
Amend Section 5.2
(2012) of the Bylaws (establishing the quorum requirement for a meeting of the
members) by deleting the same in its entirety and inserting in place thereof
the following: “A quorum shall consist of five (5) percent of the membership or
thirty-five (35) members, whichever is less, present in person at the meeting.
All members in good standing, present in person or by proxy, shall have voting
rights.
Amend Section 5.4
(2012) of the Bylaws (also prohibiting proxy voting) by deleting the words “Proxy
voting shall not be permitted.” and inserting in place thereof the words “Proxy
voting shall be permitted in
accordance with Delaware law. The proxy
shall be certified and held by the Secretary or designee in a sealed
envelope on a form provided for that purpose to include a specific
ballot(s) for a specific General Membership Meeting only.”
Amend Section 6.4 (2012) of the Bylaws by deleting the words "All
members in good standing may vote in person at this meeting." and
inserting in place thereof the words "All members in good standing may
vote in person or by proxy at this meeting."
BE IT FURTHER
RESOLVED that, upon approval by the requisite vote of the members at the annual
membership meeting to be held on November 9th, 2013, a certificate
evidencing such amendment to the Certificate of Incorporation
shall be executed, acknowledged and filed with the Delaware Secretary of
State’s Office and shall become effective in accordance with § 103 of Title 8
of the Code of Delaware.
THIS SHALL CERTIFY
that this is a true and correct copy of the resolution adopted by the Board of
Stewards of Newark Community Cooperative, Inc. (t/a “Newark Natural Foods”) at
a meeting of the Board of Stewards at which a quorum was present held on
________________, 2013.
______ _______________________________________
Date Board
Secretary
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