Bylaws (2008)Full Document 

Start of Preview

 

BYLAWS

 

OF

 

ARRAY BIOPHARMA INC.

 

AS AMENDED AND RESTATED ON OCTOBER 30, 2008

 



 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

 

1.

 

OFFICES

 

1

 

 

1.1.

 

Registered Office

 

1

 

 

1.2.

 

Other Offices

 

1

2.

 

MEETINGS OF STOCKHOLDERS

 

1

 

 

2.1.

 

Place of Meetings

 

1

 

 

2.2.

 

Annual Meetings

 

1

 

 

2.3.

 

Special Meetings

 

2

 

 

2.4.

 

Notice of Meetings

 

3

 

 

2.5.

 

Waivers of Notice

 

3

 

 

2.6.

 

List of Stockholders

 

3

 

 

2.7.

 

Quorum at Meetings

 

3

 

 

2.8.

 

Voting; Proxies

 

3

 

 

2.9.

 

Required Vote

 

4

 

 

2.10.

 

Inspectors

 

4

3.

 

DIRECTORS

 

4

 

 

3.1.

 

Powers

 

4

 

 

3.2.

 

Number and Election

 

4

 

 

3.3.

 

Nomination; Vacancies

 

5

 

 

3.4.

 

Meetings

 

5

 

 

 

 

3.4.1.

Regular Meetings

 

5

 

 

 

 

3.4.2.

Special Meetings

 

5

 

 

 

 

3.4.3.

Telephone Meetings

 

5

 

 

 

 

3.4.4.

Action Without Meeting

 

5

 

 

 

 

3.4.5.

Waiver of Notice of Meeting

 

5

 

 

3.5.

 

Quorum and Vote at Meetings

 

6

 

 

3.6.

 

Committees of Directors

 

6

 

 

3.7.

 

Compensation of Directors

 

6

4.

 

OFFICERS

 

6

 

 

4.1.

 

Positions

 

6

 

 

4.2.

 

Chairperson

 

7

 

 

4.3.

 

Chief Executive Officer

 

7

 

 

4.4.

 

President

 

7

 

 

4.5.

 

Chief Operating Officer

 

7

 

 

4.6.

 

Chief Financial Officer

 

7

 

 

4.7.

 

Chief Science Officer

 

7

 

 

4.8.

 

Executive Vice President

 

7

 

 

4.9.

 

Senior Vice President

 

8

 

 

4.10.

 

Vice President

 

8

 

 

4.11.

 

Secretary

 

8

 

 

4.12.

 

Assistant Secretary

 

8

 

 

4.13.

 

Treasurer

 

8

 

 

4.14.

 

Assistant Treasurer

 

8

 

 

4.15.

 

Term of Office

 

8

 

 

4.16.

 

Compensation

 

8

 

 

4.17.

 

Fidelity Bonds

 

9

5.

 

CAPITAL STOCK

 

9

 

 

5.1.

 

Certificates of Stock; Uncertificated Shares

 

9

 

 

5.2.

 

Lost Certificates

 

9

 

 

5.3.

 

Record Date

 

9

 

 

 

 

5.3.1.

Actions by Stockholders

 

9

 

 

 

 

5.3.2.

Payments

 

10

 

 

5.4.

 

Stockholders of Record

 

10

 

i



 

6.

 

INDEMNIFICATION; INSURANCE

 

10

 

 

6.1.

 

Authorization of Indemnification

 

10

 

 

6.2.

 

Right of Claimant to Bring Action Against the Corporation

 

11

 

 

6.3.

 

Non-exclusivity

 

11

 

 

6.4.

 

Survival of Indemnification

 

11

 

 

6.5.

 

Insurance

 

11

 

 

6.6.

 

Offset

 

11

 

 

6.7.

 

Effect of Amendments

 

12

7.

 

GENERAL PROVISIONS

 

12

 

 

7.1.

 

Inspection of Books and Records

 

12

 

 

7.2.

 

Dividends

 

12

 

 

7.3.

 

Reserves

 

12

 

 

7.4.

 

Execution of Instruments

 

12

 

 

7.5.

 

Fiscal Year

 

12

 

 

7.6.

 

Seal

 

12

 

ii



 

BYLAWS

OF

ARRAY BIOPHARMA INC.

AS AMENDED AND RESTATED ON OCTOBER 30, 2008

 

1.                             OFFICES

 

1.1                          Registered Office

 

The registered office of the Corporation shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, and the initial registered agent in charge thereof shall be The Corporation Trust Company.

 

1.2                          Other Offices

 

The Corporation may also have offices at such other places, both within and outside the State of Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.

 

2.                             MEETINGS OF STOCKHOLDERS

 

2.1                          Place of Meetings

 

All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, the Chairperson or the Chief Executive Officer.

 

2.2                          Annual Meetings

 

(a)           The Corporation shall hold annual meetings of stockholders on such dates and at such times as the Board, the Chairperson or the Chief Executive Officer designates from time to time.  At an annual meeting, the stockholders shall elect by a plurality vote (as provided in Section 2.9 hereof) directors to succeed those whose terms expire and to fill any vacancies and any newly created directorships (resulting from any increase in the number of directors comprising the full Board) existing at the time of the annual meeting.  The nomination of persons for election to the Board and the proposal of any other business to be transacted at an annual meeting may be made only (i) by or at the direction of the Board or (ii) by any stockholder of record who gives notice in accordance with the procedures set forth in paragraph (b) of this Section 2.2 and who is a stockholder of record both on the date of giving such notice and on the record date for the determination of stockholders entitled to vote at such annual meeting; only persons thereby nominated shall be eligible to serve as a directors and only business thereby proposed shall be transacted at an annual meeting.  The presiding officer of the annual meeting shall determine whether a nomination or any proposal of business complies or complied with this Section 2.2.

 

(b)           For any nominations and all other business to be brought properly before an annual meeting by a stockholder pursuant to clause (ii) of paragraph (a) of this Section 2.2, including stockholder proposals for nominations of persons for election to the Board who are different from those proposed by the Corporation’s Board of Directors, proposals that are sought to be included within the Corporation’s proxy materials pursuant to Rule 14a-8 (or its successor provision) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and other proposals that are not sought to be included within the Corporation’s proxy materials pursuant to Rule 14a-8 (or its successor provision) under the Exchange Act, the stockholder must deliver notice to the Secretary at the principal executive offices of the Corporation in accordance with this Section 2.2(b).  The notice must be received by the Secretary not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, the stockholder must so deliver the notice not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the

 



 

90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made; provided further, however, that in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least 70 days prior to the first anniversary of the preceding annual meeting, with respect to nominees for any new position created by the increase, the stockholder must so deliver the notice not later than the close of business on the tenth day following the day on which such public announcement is first made.  The stockholder’s notice must set forth:  (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Section 14(a) of the Exchange Act, and the rules and resolutions thereunder (together with such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), whether or not the Corporation is then subject to Section 14(a) and such rules and regulations, and any other information the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation; (ii) as to any other business that the stockholder proposes to transact at the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting the business at the meeting and any material interest in the business of the stockholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (A) the name and address of the stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, (C) a description of any agreement, arrangement or understanding between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any other person or persons in connection with such nomination or proposal and the name and address of any other person or persons known to the stockholder or such beneficial owner to support such nomination or proposal; (D) a description of any option, warrant, convertible security or a settlement payment or mechanism at a price related to any class or series of capital stock of the Corporation, whether or not settled in cash or in securities of the Corporation, directly or indirectly owned by such stockholder or beneficial owner, (E) a description of any agreement, arrangement or understanding (including any short positions, profits interests, hedging transactions, borrowed or loaned shares) that has been entered into or made as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owner, if any, the effect or intent of which is to mitigate loss to or the manage risk of stock prices changes for, or to increase the voting power of, such stockholder or beneficial owner with respect to shares of capital stock of the Corporation; (F) a representation that the stockholder will update the information set forth in clauses (A) through (E) above as of the record date for the meeting by delivery of written notice to the Corporation promptly following the later of the record date or public announcement of the record date; (G) a representation whether the stockholder or the beneficial owner, if any, or the group of which it is a part, intends to deliver a proxy statement and/or form of proxy or otherwise to solicit proxies from stockholders in support of the proposal or nomination; and (H) a representation that the stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.  For purposes of this Section 2.2 and Section 2.3 hereof, a “public announcement” means disclosure in a press release reported by the Dow Jones News Service,

End of Preview