EXHIBIT 3.1
Amendments to St. Mary By-Laws Adopted July 19, 2001:
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Section 4(b) of the By-Laws is amended to read as follows:
(b) Special meetings of the Stockholders shall be
held at the place prescribed for the annual meetings, unless
otherwise ordered by the Board of Directors, and may be
called by the Chairman of the Board and the President or on
the written request of any four Directors who may include
the Chairman of Board or the President.
Section 4(e) of the By-Laws is amended to read as follows:
(e) Notice of the meetings and the conduct of the
same shall be as prescribed by the Board of Directors,
subject to applicable law and the provisions of these
By-Laws.
The following subsections (g) and (h) shall be added to Section 4 of
the By-Laws:
(g) At an annual meeting of the Stockholders, only
such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an
annual meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before
the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or
(iii) otherwise properly brought before the annual meeting
by any Stockholder of the Corporation (A) who is a
Stockholder of record on the date of the giving of notice
provided for in this subsection (g) and on the record date
for the determination of Stockholders entitled to vote at
such annual meeting and (B) who complies with the notice
procedures set forth in this subsection (g).
In addition to any other applicable requirements,
for business to be properly brought before an annual meeting
by a Stockholder, such Stockholder must have given timely
notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a Stockholder's notice to the
Secretary must be delivered to, or mailed and received at,
the principal executive offices of the Corporation not less
than seventy-five (75) days nor more than one hundred five
(105) days prior to the first anniversary date of the
immediately preceding annual meeting of the Stockholders,
provided, however, that if the date of the annual meeting is
called for a date that is not within twenty (20) days before
or after such anniversary date, in order to be timely notice
by the Stockholder must be so delivered or received not
later than the close of business on the tenth (10th) day
following the day on which public disclosure of the date of
the annual meeting is first made.
To be in proper written form, a Stockholder's
notice to the Secretary must set forth as to each matter the
Stockholder proposes to bring before the annual meeting (i)
a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and
address, as they appear on the Corporation's books, of the
Stockholder proposing such business and any other
Stockholders known by such Stockholder to be supporting such
proposal, (iii) the class and number of shares of the
Corporation's capital stock which are owned beneficially and
of record by the Stockholder on the date of such Stockholder
notice and by any other Stockholders known by such
Stockholder to be supporting such proposal on the date of
such Stockholder notice, (iv) a description of all
arrangements or understandings between such Stockholder and
any other person or persons (including their names) in
connection with the proposal of such business by such
Stockholder and any material interest of such Stockholder in
such proposal and (v) a representation that such Stockholder
intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
No business shall be conducted at an annual
meeting of the Stockholders except business brought before
the annual meeting in accordance with the procedures set
forth in this subsection (g), provided, however, that once
business has been properly brought before the annual meeting
in accordance with such procedures, nothing in this
subsection (g) shall be deemed to preclude discussion by any
Stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly
brought before the annual meeting in accordance with the
foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
(h) Only persons who are nominated in accordance
with the following procedures shall be eligible for the
election as Directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made
at any annual meeting of the Stockholders, or at any special
meeting of the Stockholders called for the purpose of
electing Directors (i) by or at the direction of the Board
of Directors (or any duly authorized committee thereof), or
(ii) by any Stockholder of the Corporation (A) who is a
Stockholder of record on the date of the giving of the
notice provided for in this subsection (h) and on the record
date for the determination of Stockholders entitled to vote
for the election of Directors at such meeting and (B) who
complies with the notice procedures set forth in this
subsection (h).
In addition to any other applicable requirements,
for a nomination to be made by a Stockholder such
Stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.
To be timely, a Stockholder's notice to the
Secretary must be delivered to, or mailed and received at,
the principal executive offices of the Corporation (i) in
the case of an annual meeting of the Stockholders, not less
than seventy-five (75) days nor more than one hundred five
(105) days prior to the first anniversary date of the
immediately preceding annual meeting of the Stockholders,
provided, however, that if the date of the annual meeting is
called for a date that is not within twenty (20) days before
or after such anniversary date, in order to be timely notice
by the Stockholder must be so delivered or received not
later than the close of business on the tenth (10th) day
following the day on which public disclosure of the date of
the annual meeting is first made, and (ii) in the case of a
special meeting of the Stockholders called for the purpose
of electing Directors, not later than the close of business
on the tenth (10th) day following the day on which public
disclosure of the date of such meeting is first made.
To be in proper written form, a Stockholder's
notice to the Secretary must set forth (i) as to each person
whom the Stockholder proposes to nominate for election as a
Director, (A) the name, age, business address and residence
address of the person, (B) the principal occupation or
employment of the person, (C) the class and number of shares
of capital stock of the Corporation that are owned
beneficially and of record by the person, and (D) any other
information relating to the person that would be required to
be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder,
and (ii) as to the Stockholder giving the notice, (A) the
name and address, as they appear on the Corporation's books,
of such Stockholder, (B) the class and number of shares of
the Corporation's capital stock which are owned beneficially
and of record by such Stockholder on the date of such
Stockholder notice, (C) a description of all arrangements or
understandings between such Stockholder and each proposed
nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by
such Stockholder, (D) a representation that such Stockholder
intends to appear in person or by proxy at the meeting to
nominate the persons named in the notice and (E) any other
information relating to such Stockholder that would be
required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14
of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a Director if elected.
No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance
with the procedures set forth in this subsection (h). If the
Chairman of the meeting of the Stockholders determines that
a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that
the nomination was defective and such defective nomination
shall be disregarded.
Section 5(g) of the By-Laws is amended to read as follows:
(g) In case of any increase in the number of
Directors, or of any vacancy in the Board of Directors, the
additional Director or Directors shall be elected, or, as
the case may be, the vacancy or vacancies shall be filled by
the Board of Directors at any meeting by the affirmative
vote of a majority of the remaining Directors,
notwithstanding that the remaining Directors may be less
than a quorum, or by the sole remaining Director. The
Directors so chosen shall hold office until the next annual
meeting of Stockholders and until their successors are
elected and qualify or until their earlier resignation or
removal.
Section 5 of the By-Laws is amended by the addition of paragraph (l)
thereto to read as follows:
(l) A Director of the Company may be removed by a
vote of the Stockholders for cause, as determined by the
written opinion of independent counsel of the Company.