Classmates.com 2006 Annual Report Download - page 114

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ARTICLE 3
DIRECTORS
Section 3.1 Number. The authorized number of directors shall be fixed and may be changed from time to time by resolution of the Board of
Directors.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special
meeting of the stockholders of the Corporation called for that purpose in the manner provided in the Bylaws. The number of directors may not be
increased by more than one unless approved by (a) two thirds of each class of directors or (b) two thirds of each outstanding class or series of
such class of stock of the Corporation.
Section 3.2 Election and Term of Office of Directors.
Except as provided in the Certificate of Incorporation or the Bylaws, directors shall be
classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, one class to be
originally elected for a term expiring at the next following annual meeting of stockholders, another class to be originally elected for a term
expiring at the second following annual meeting of stockholders, and another class to be originally elected for a term expiring at the third
following annual meeting of stockholders, with each class to hold office until its successor is duly elected and qualified. At each succeeding
annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until such person’s successor
shall have been elected and qualified or until such person’s earlier resignation or removal. Each director, including a director elected or
appointed to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his earlier resignation or removal.
Directors need not be stockholders unless so required by the Certificate of Incorporation or by the Bylaws, wherein other qualifications for
directors may be prescribed. Election of directors need not be by written ballot unless so required by the Certificate of Incorporation or by the
Bylaws.
Section 3.3 Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by the Bylaws required to be exercised or done by the stockholders of the Corporation.
Section 3.4 Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by
the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board or the chief executive officer on
two hours’ notice to each director by phone, fax or electronic mail; special meetings shall be called by the Chairman of the Board, the chief
executive officer or secretary in like manner and on like notice on the written request of a majority of the Board unless the Board consists of only
one director, in which case special meetings shall be called by the Chairman of the Board, the chief executive officer or secretary in like manner
and on like notice on the written request of the sole director.
Section 3.5 Quorum. Except as otherwise required by law, the Certificate of Incorporation or the Bylaws, at all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present at such meeting may adjourn the meeting from time to time, without notice other than
announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.
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