Classmates.com 2006 Annual Report Download - page 113

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at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder
and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with
the procedures set forth in this Section 2.11, provided, however, that, once business has been properly brought before the annual meeting in
accordance with such procedures, nothing in this Section 2.11 shall be deemed to preclude discussion by any stockholder of any such business. If
the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business
shall not be transacted.
Section 2.12 Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of meetings
of the stockholders of the Corporation as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted
by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall
open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety
of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly
authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.
Section 2.13 Inspectors of Election. Before any meeting of stockholders of the Corporation, the Board of Directors shall appoint an
inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one or three. If any person
appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any stockholder or
a stockholder’s proxy shall, appoint a person to fill that vacancy.
Such inspectors shall: (a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the
meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots or consents; (c) hear and
determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents;
(e) determine the result; and (f) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders. The
inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there
are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any
report or certificate made by the inspectors of election is prima facie evidence of the facts started therein.
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