Massachusetts
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0-17999
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04-2726691
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||
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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· |
Added
a new section entitled “Notice of Stockholder Business and Nominations.”
This change requires stockholders who intend to propose business to
be
acted upon at a stockholder meeting to provide advance notice of their
proposals, or director nominations, to the Company. Section
1.11.
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· |
Deleted
a provision which would permit any stockholder holding 10% or more
of the
Company’s common stock to present matters to be considered for action at
an annual meeting, due to the addition of Section 1.11 noted above.
Section 1.2.
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· |
Added
a provision including details as to the conduct of stockholder meetings.
Section 1.1.
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· |
Changed
the reference to the date on which the annual meeting is to be held
from
the very specific (“the second Tuesday in November”) to the more general
(“any date within six months after the end of the fiscal year”). Section
1.2.
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· |
Stockholder
meetings are now permitted to be held outside of the United States
for
Massachusetts corporations. Deleted the requirement that all meetings
be
held within the United States. Section
1.1.
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· |
E-mail
and fax notices to stockholders are now permitted under the Massachusetts
Business Corporation Act (the “MBCA”). Changed to provide more flexibility
in giving notices to stockholders. Section
1.4.
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· |
Changed
the maximum permitted duration of stockholder proxies from 6 months
to 11
months to be consistent with that permitted by the MBCA. Section
1.7.
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· |
Deleted
references to particular rights of classes of Preferred Stock, as no
classes of Preferred Stock are currently issued or outstanding. Sections
2.1 and 3.2.2.
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· |
The
title of Clerk has been replaced with the title of Secretary in the
MBCA.
For corporations that still provide for a Clerk, the statute provides
that
such Clerk shall be deemed to be the Secretary for purposes of the
statute
until a Secretary is appointed. As the Company’s former By-laws provided
for a Secretary, as well as a Clerk they were amended to consolidate
these
two positions into one, called the Secretary. See changes throughout,
and
particularly in Sections 2.1, 4.4 and 4.5.
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· |
Changed
to allow directors to be removed by a majority of the other directors
for
cause. Section 2.2.
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· |
Changed
the minimum length of advance notice for Board meetings from three
to two
days in accordance with the MBCA. In addition, e-mail and fax notices
to
directors are now expressly permitted under the MBCA. Section
3.2.2.
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· |
Changed
the vote requirement for formation of Board committees from 75% to
a
majority. Section 3.4.
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· |
Changed
the maximum amount of time prior to a stockholder meeting in which
a
record date could be to be no more than 70 days prior to the date of
the
relevant meeting or dividend. The MBCA extended the maximum period
to 70
days. Section 5.3.
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· |
Deleted
reference to treasury stock as the MBCA now does not provide for treasury
stock. Section 5.5.
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· |
Added
various other provisions relating to general activities of the Corporation
and interpretation of provisions in the By-laws. Sections 6.10 -
6.15.
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ImmunoGen, Inc. | ||
(Registrant) | ||
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Date: November 4, 2005 | By: | /s/ Karleen M. Oberton |
Karleen M. Oberton |
||
Senior Corporate Controller | ||
(Principal Accounting Officer) |
Exhibit
No.
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Description
of Exhibit
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3.1
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Amended
and Restated By-laws
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