Classmates.com 2006 Annual Report Download - page 112

the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of
record by the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (including the rules
and regulations thereunder, the “Exchange Act”); and (b) as to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person
or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in such notice and (v) any other
information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act. Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this
Section 2.10. If the chairman of the annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.
Section 2.11 Business at Annual Meetings. No business may be transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting 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 2.11 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 2.11.
In addition to any other applicable requirements for business to be properly brought before an annual meeting by a stockholder of the
Corporation, such stockholder must have given timely notice thereof in proper written form to 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 in the event that 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 on the tenth day
following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting
was made, which ever first occurs.
To be in proper written form, a stockholder’
s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such
business
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