Amendment of Bylaws. These bylaws, including any bylaws adopted or amended by the stockholders, may be amended or repealed by the board of directors.
Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
Amendment of Bylaws. The Board of Directors is expressly authorized to make, alter and repeal the bylaws of the Corporation, subject to the power of the shareholders of the Corporation to change or repeal the bylaws.
Amendment of Bylaws. The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.
Amendment of Bylaws. Except for any change for which these Bylaws requires approval by more than a majority vote of the Trustees, these Bylaws may be amended, changed, altered or repealed, in whole or part, only by resolution of the Board of Trustees at any meeting of the Board of Trustees at which a quorum is present, or by a written consent signed by a majority of the Trustees then in office. 9.2
Amendment of Bylaws. These Bylaws or any provision hereof may be amended, altered, or repealed (a) by the Board of Directors at an annual meeting thereof without prior notice or at any special meeting thereof if notice of such proposed amendment, alteration or repeal is contained in the notice of such special meeting or (b) by the affirmative vote of at least sixty-six and two thirds percent (66-2/3%) of the voting power of all the then outstanding shares of capital stock entitled to vote at any meeting of the stockholders at which a quorum is present, if notice of such proposed amendment, alteration or repeal is contained in the notice of such meeting.
Amendment of Bylaws. Unless reserved by the Articles of Incorporation to the shareholders, the Board of Directors may, from time to time by the affirmative vote of the majority of its members present at a duly called meeting, adopt, amend or repeal all or any of the Bylaws of the corporation subject, however, to the power of the shareholders, exercisable in the manner provided in Minnesota Statutes Chapter 302A, to adopt, amend or repeal bylaws adopted, amended or repealed by the Board of Directors. The Board of Directors shall not adopt, amend or repeal a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications or terms of office, but may adopt or amend a bylaw to increase the number of directors.
Amendment of Bylaws. Subject to any additional vote required by the Restated Certificate or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.
Amendment of Bylaws. Unless reserved by the Articles of Incorporation to the shareholders, the Board of Directors may, from time to time by the affirmative vote of the majority of its members present at a duly called meeting, adopt, amend or repeal all or any of the Bylaws of the corporation subject, however, to the power of the shareholders, exercisable in the manner provided by law, to adopt, amend or repeal Bylaws adopted, amended or repealed by the Board of Directors. Notwithstanding any other provisions of these Bylaws to the contrary (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, the Articles of Incorporation or these Bylaws), the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of all shares outstanding and entitled to vote, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with Sections 2.12, 3.02, 3.03, 3.04, 3.06, 3.14, 3.15 or 9.01 of these Bylaws.
Amendment of Bylaws. These bylaws may be amended or repealed, in whole or in part, and new bylaws adopted, by the stockholders or by the Board of Directors. EXHIBIT C WRITTEN CONSENT OF CERTAIN STOCKHOLDERS OF SCHIFF NUTRITION INTERNATIONAL, INC. Pursuant to Section 228 of the Delaware General Corporation Law The undersigned stockholders of Schiff Nutrition International, Inc., a Delaware corporation (the “Company”), acting pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”) and Section 7 of the Amended and Restated Bylaws of the Company, consenting together as a single class, do hereby irrevocably consent to the adoption of the following recitals and resolutions without the necessity of a meeting of the stockholders of the Company: Adoption of the Merger Agreement
