Question: A shareholder proposal is presented to the board to include in the proxy materials for the upcoming shareholder meeting. The proposal is for an amendment

A shareholder proposal is presented to the board to include in the proxy materials for the upcoming shareholder meeting. The proposal is for an amendment to the bylaws to include a provision requiring shareholder nominees to be included in proxy materials if the person is nominated by a shareholder or group of shareholders that own 3% or more of the outstanding stock for at least one year. Is this a valid shareholder proposal?

a. No, because bylaw amendments are the exclusive domain of directors b. Yes, because shareholders may amend the bylaws so long as the bylaw is procedural in nature and does not place the directors in a position where they would violate their fiduciary duties c. Yes, because shareholders may amend any procedural bylaw d. No, because this is inconsistent with all state laws

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