Classmates.com 2006 Annual Report Download - page 111

question brought before such meeting, unless the question is one upon which by express provision of applicable statute or of the certificate of
incorporation or the Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such
question. Votes of stockholders entitled to vote at a meeting of stockholders may be cast in person or by proxy. The Board of Directors, in its
discretion, or the chairman presiding at a meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting
shall be cast by written ballot.
Section 2.7 No Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action
required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of such
holders and may not be effected by consent by such holders in lieu of such a meeting.
Section 2.8 Voting List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause a third party to
prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the
meeting: (a) on a reasonably accessible electronic network; provided, that the information required to gain access to such list is provided with the
notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a
place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
Section 2.9 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 2.8 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders
of the Corporation.
Section 2.10 Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of
holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of
persons for election to the Board of Directors may be made at any annual meeting of stockholders (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 2.10 and on the record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in this section 2.10.
In addition to any other applicable requirements, for a nomination to be made by a stockholder of the Corporation, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the Corporation (the “Secretary”).
To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the
corporation not less than ninety days nor more than one hundred and twenty days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided , however , that if the annual meeting is called for a date that is not within thirty days before or after
such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day
following the day on which such notice of
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