Delaware | 1-11397 | 33-0628076 | ||
(State or other jurisdiction | (Commission File | (I.R.S Employer | ||
of incorporation or | Number) | Identification No.) | ||
organization) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EXHIBIT 3.1 |
1. |
Provision | Provision, as amended | Former Provision | ||
Article III, Section
2(a)
|
So long as the registrants Certificate of Incorporation provides that the number of directors may be fixed by the Board, the number of directors shall be not fewer than seven (7) nor more than eleven (11). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. | Number of directors to be fixed by the affirmative majority of the entire Board of Directors. | ||
Article III, Section
2(c)
|
A prospective director must deliver a written questionnaire with respect to his or her background and qualifications and a written agreement stating that he or she will abide by certain requirements enumerated in this section. | No comparable provision included. | ||
Article III, Section
2(d)
|
Directors are to be elected by a majority of the votes cast with respect to that director at any meeting for the election of directors at which a quorum is present, except that if the number of nominees exceeds the number of directors to be elected, the directors will be elected by a plurality of the votes present and entitled to vote. In order for an incumbent director to become a nominee for further service to the Board, such person must tender an irrevocable resignation contingent upon not receiving a majority of the votes cast and acceptance of the resignation by the Board. If an incumbent director is not elected, and no successor is elected at the same meeting, the Board, taking into account the recommendation of the guidance of the Corporate Governance/Nominating Committee, will decide whether or not to accept the directors resignation. The Board may fill vacancies resulting from resignation or failure to be properly elected under this section. | Directors are elected by a plurality of the votes cast. | ||
Article V, Section 2
|
Provides that an affidavit is required of persons claiming loss, theft or destruction of their stock certificates. The Board may require indemnification as well. | No affidavit or indemnity required. | ||
Article VI, Section 4
|
A committee of disinterested directors may decide whether to indemnify a director that is the subject of an action, suit or proceeding. | Committees of disinterested directors not authorized to make indemnification determinations. |
2. | Article II, Sections 4, 5, 6 and 9; Article III, Sections 7, 10, 15, and 16; and Article IV, Section 2 were amended to provide for electronic transmission and/or remote communication mechanisms. |
3. | Article IV was amended to include the duties of the Chief Executive Officer and to redefine the powers and responsibilities of the Companys officers. | ||
4. | Certain other immaterial changes to, among other things, correct typographical errors, remove extraneous information, provide for gender neutral terms and clarify defined terms and rephrase certain sentences. |
3.1
|
By-laws of the registrant, as amended and restated through October 31, 2006. |
Date: November 6, 2006 | VALEANT PHARMACEUTICALS INTERNATIONAL |
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By: | /s/ Eileen C. Pruette | |||
Eileen C. Pruette | ||||
Executive Vice President, General Counsel |