be properly brought before an annual meeting or special meeting, nominations of persons for election to the Board of Directors or other business must be (A) specified in
the notice of meeting given by or at the direction of the Board of Directors; (B) otherwise properly brought before the
meeting by or at the direction of the Board of Directors; or (C) otherwise properly brought before the meeting by a shareholder.
business to be properly brought before an annual meeting by a shareholder (A) the shareholder must have given timely notice thereof in writing to the
Secretary; (B) the subject matter thereof must be a matter which is a proper subject matter for shareholder action at such meeting; and (C) the shareholder must be a shareholder of
record of the Corporation at the time the notice required by this Section is delivered to the Corporation and must be entitled to vote at the meeting.
as otherwise provided in the Certificate of Incorporation, to be considered timely notice, a shareholder's notice must be received by the Secretary at the
principal executive offices of the Corporation not less than 120 calendar days before the date of the Corporation's proxy statement released to shareholders in connection with the previous year's
annual meeting of shareholders. If no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the date of the
previous year's annual meeting, then a shareholder's notice, in order to be considered timely, must be received by the Secretary not later than the later of the close of business on the 90th day prior
to such annual meeting or the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of such date was made.
shareholder's notice shall set forth:
to each person whom the shareholder proposes to nominate for election as a director, (1) all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case in accordance with Regulation 14A under the Securities Exchange
Act of 1934 (the "Exchange Act") and such other information as may be required by the Corporation pursuant to any policy of the Corporation governing
the selection of directors; and (2) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
to any business the shareholder proposes to bring before the meeting, (1) a brief description of such business; (2) the text of the proposal or business