Quidel Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/13/2020   Download
SEC Document
SEC Filing
On November 9, 2020, the Board adopted Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately. The amendments are summarized below.

The amendments update the notice procedures applicable to stockholder meetings to provide for electronic delivery of notice to stockholders, as permitted by Delaware law. (Section 2.4)

The amendments provide for additional informational requirements for persons to be eligible to be a nominee for election or re-election as a director of the Company, including directors nominated for election to the Board by stockholders. The amendments also update the advance notice deadlines for stockholder nominations for directors. (Section 2.6)

The amendments add a provision to require that whenever stockholders are required to deliver a document or information to the Company under Article II of the Bylaws, such document or information shall be in writing exclusively and delivered exclusively by hand or by certified or registered mail, return receipt requested. (Section 2.19)

The amendments update the provision for Board action by written consent to provide that a director may provide that a consent to action be effective at a future time, no later than sixty days after such provision is made, and that any such consent may be revoked prior to becoming effective, as permitted by Delaware law. (Section 3.11)

The amendments include an emergency bylaw that is applicable in an emergency condition as contemplated by Section 110 of the Delaware General Corporation Law. (Section 3.14)

The amendments clarify the quorum and voting threshold required for the transaction of business by a committee of the Board. (Section 4.3)

The amendments remove the provision addressing the order in which vice presidents would assume the duties of the President in the event of the President’s absence or disability. (Section 5.7)

The amendments define “officer” for indemnification purposes as those appointed by the Board under Article V of the Bylaws, and clarifies that directors and officers (as defined in the Bylaws) are entitled to indemnification as a matter of right to the extent that such director or officer is successful on the merits or otherwise in defense of a proceeding, and that such indemnification shall not be subject to satisfaction of a standard of conduct, in accordance with Delaware law. (Article VI)

The amendments provide that, unless the Company in writing selects or consents to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933. (Article VII).

Additional amendments make minor updating changes, clarifying or conforming changes, and immaterial language changes.