Classmates.com 2006 Annual Report Download - page 108

outstanding shares of voting stock of the Corporation entitled to vote on the election of directors; provided that such removal may be made only
for cause.
g. No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director’
s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article 5 by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or modification.
h. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions
of the DGCL, the certificate of incorporation of the Corporation as amended from time to time (the “Certificate of Incorporation”), and any
Bylaws, adopted by the stockholders of the Corporation; provided, however, that no Bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.
i. Any director or the entire Board of Directors may be removed for cause by the affirmative vote of sixty-six and two-thirds percent of the
shares entitled to be cast. Unless the Board of Directors has made a determination that removal is in the best interests of the Corporation (in
which case the following definition shall not apply), “cause” for removal of a director shall be deemed to exist only if (i) the director whose
removal is proposed has been convicted, or when a director is granted immunity to testify when another has been convicted, of a felony by a
court of competent jurisdiction and such conviction is no longer subject to direct appeal; (ii) such director has been found by the affirmative vote
of a majority of the directors then in office at any regular or special meeting of the Board of Directors called for that purpose, or by a court of
competent jurisdiction to have been guilty of willful misconduct in the performance of his or her duties to the Corporation in a matter of
substantial importance to the Corporation; or (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally
incompetent, which mental incompetency directly affects his or her ability as a director of the Corporation.
ARTICLE 6
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. Special meetings of stockholders,
for any purpose or purposes may only be called by the Chairman of the Board of Directors or by a majority of the members of the Board of
Directors. Only the business stated in the notice of a special meeting of stockholders of the Corporation may be transacted at any special meeting
of stockholders of the Corporation. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the
State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws. Any action
required or permitted to be taken by the stockholders of the Corporation may only be effected at a duly called annual or special meeting of the
stockholders of the Corporation (and not by consent in lieu thereof).
ARTICLE 7
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or
any other
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