|EX-3.3.1 - BYLAW EXHIBIT - GLOBAL PAYMENTS INC||bylawexhibit.htm|
(State or other jurisdiction of
incorporation or organization)
10 Glenlake Parkway, North Tower, Atlanta, Georgia
(Address of principal executive offices)
Article II, Section 2.02 clarifies the business that may be conducted at a special meeting of the shareholders of the Company and who may call such a meeting.
Article II, Section 2.04 enhances provisions regarding the notice procedures for special and annual meetings.
Article II, Section 2.05 provides for additional procedures relating to shareholder proposals and director nominations, including a description of the specific information that must be submitted in connection with such a proposal or nomination and the timing and notice requirements.
Article II, Section 2.10, 2.11, and 2.12 clarifies and enhances provisions relating to voting, proxies, and the conduct of shareholder meetings.
Article III, Section 3.01 provides a clarification regarding the general powers of the Board of Directors.
Article III, Section 3.02 provides an administrative update to the provisions relating to the classes of directors.
Article IV, Section 4.01 provides a clarification as to the timing of the Board of Director meetings which are held the same day as shareholder meetings.
Article V, Section 5.01 provides more comprehensive provisions regarding the manner of notice to shareholders by clarifying that notice may be in writing or oral (if reasonable under the circumstances) and that electronic transmission shall be considered as written notice and by providing clarification regarding the class of mail required for mailed notices.
Article V, 5.02 provides that shareholders may waive notices in writing or by electronic transmission.
Article VI, Section 6.07 and Section 6.08 have been modified to remove a reference to a Chief Operating Officer and to clarify certain duties of the Secretary.
Article VII, Section 7.02 and Section 7.04 updates and otherwise enhances provisions relating to the transfer, replacement, and registration of both certificated and uncertificated shares.
Article VII, Section 7.07 clarifies the record date for determining shareholders entitled to vote at an annual or special meeting.
Article IX, Section 9.05 clarifies the timing of certain indemnification obligations of the Company.
Article XIII provides for emergency bylaws that would be instituted in the event of a catastrophic event preventing a quorum of the Board of Directors or a committee thereof from assembling.
FIFTH AMENDED AND RESTATED BYLAWS OF GLOBAL PAYMENTS INC.
Date: January 26, 2012
By: /s/ David E. Mangum