Classmates.com 2006 Annual Report Download - page 107

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ARTICLE 5
The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
a. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
b. The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the bylaws of the
Corporation as in effect from time to time (the “Bylaws”). In addition, the affirmative vote of the holders of sixty-six and two-thirds percent of
the outstanding shares of voting stock of the Corporation then entitled to vote on the election of directors shall be required for an alteration,
amendment, change, addition or repeal of the Bylaws by the stockholders of the Corporation.
c. The number of directors of the Corporation shall be as from time to time fixed by resolution of the Board of Directors. Election of directors
need not be by written ballot unless the Bylaws so provide. Advance notice of stockholder nominations for the election of directors and of any
other business to be brought before any meeting of the stockholders shall be given in the manner provided in the Bylaws.
d. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for
which they are elected, or until their successors have been duly elected and qualified; except that if any such election shall not be so held, such
election shall take place at a stockholders’ meeting called and held in accordance with the DGCL.
e. The directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, and
Class II and Class III. For the purposes hereof, the initial Class I, Class II and Class III directors shall be those directors so designated by a
resolution of the Board of Directors. At the first annual meeting of stockholders following the closing of the transactions set forth in the
Agreement and Plan of Merger, dated as of June 7, 2001 (the “Merger Agreement”), by and among NetZero, Inc., a Delaware corporation, Juno
Online Services, Inc., a Delaware corporation, the Corporation, NZ Acquisition Corp., a Delaware corporation and a direct wholly owned
subsidiary of the Corporation, and JO Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Corporation, the
term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual
meeting of stockholders following the closing of the transactions set forth in the Merger Agreement, the term of office of the Class II directors
shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the closing
of the transactions set forth in the Merger Agreement, the term of office of the Class III directors shall expire and Class III directors shall be
elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years
to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is hereafter changed, each director
then serving as such shall nevertheless continue as a director of the class of which she or he is a member until the expiration of his current term
and any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal
in number as is practicable.
f. Vacancies occurring of the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of
Directors, even if less than a quorum, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy
shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s
successor shall have been duly elected and qualified. A director may be removed from office by the affirmative vote of the holders of sixty-six
and two-thirds percent of the
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