Extract to table

The Bylaws specify that the notice must be "in writing

We are not aware of any Delaware Court of Chancery decision that has held that an employment relationship alone, without more, constitutes the type of "agreement, arrangement, or understanding" that must be disclosed under a standard advance notice bylaw provision

14 of the Bylaws, the voting standard for the election of directors depends on whether the election is contested or uncontested: • Uncontested elections: In any election of directors that is not a contested election, each director shall be elected by a majority of the votes cast with respect to such director's election

Any incumbent director who fails to receive a majority of votes cast in an uncontested election is required to tender his or her resignation to the Board, which the Board is then required to act on within a specified period

• Contested elections: In any contested election — defined as an election in which the number of nominees for director exceeds the number of directors to be elected — each director shall be elected by a plurality of the votes cast

At the same time, Delaware courts have made clear that advance notice bylaws must be applied in good faith and in an even-handed manner