Classmates.com 2006 Annual Report Download - page 110

Exhibit 3.2
AMENDED AND RESTATED BYLAWS OF
UNITED ONLINE, INC.
ARTICLE 1
OFFICES
Section 1.1 Offices. United Online, Inc., a Delaware corporation (the “Corporation”), may have offices at such places both within and
without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the
business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.
Section 2.2 Annual Meetings . The annual meetings of stockholders for the election of directors shall be held on such date and at such time
as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the annual meeting of
stockholders.
Section 2.3 Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation (as amended from
time to time and including any certificates of designation with respect to any preferred stock of the Corporation, the “Certificate of
Incorporation”), special meetings of stockholders, for any purpose or purposes, may be called by the Board of Directors pursuant to a resolution
stating the purpose or purposes thereof or by the Chairman, if there be one. Any power of stockholders of the Corporation to call a special
meeting is specifically denied. Notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten or more than sixty days before the date of the meeting to each stockholder entitled to vote at
such meeting. Only such business shall be conducted at a special meeting as shall be specified in the notice of meeting (or any supplement
thereto).
Section 2.4 Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 2.5 Quorum. Unless otherwise required by law or the Certificate of Incorporation, the presence in person or by proxy of the holders
of shares of capital stock entitled to cast a majority of all the votes which could be cast at such meeting by the holders of all of the outstanding
shares of capital stock entitled to vote at such meeting shall constitute a quorum at all meetings of the stockholders for the transaction of
business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such
quorum shall not be present or represented at any meeting of the stockholders, the chairman presiding at the meeting or the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in
Section 2.4, until a quorum shall be present or represented.
Section 2.6 Voting.
When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any