Classmates.com 2006 Annual Report Download - page 115

Section 3.6 Actions by Written Consent of the Board. Unless otherwise provided in the Certificate of Incorporation or the Bylaws, any
action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if
all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or electronic communication, and the
writing, writings or paper copies of the electronic communications are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 3.7 Resignation and Vacancies. Any director may resign effective on giving written notice or notice by electronic transmission to
the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the
resignation becomes effective.
Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining director. Each director so elected shall hold office for the remainder of
the full term of the class of directors in which the new directorship was created or the vacancy occurred and until a successor has been elected
and qualified.
Unless otherwise provided in the Certificate of Incorporation, whenever the holders of any class or classes of stock or series of stock of the
Corporation are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series of stock of the
Corporation then in office, or by a sole remaining director so elected.
Section 3.8 Standing Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, shall appoint from
among its members (i) an Audit Committee and (ii) a Compensation Committee, to perform the functions traditionally performed by such
committees.
Section 3.9 Committees. The Board of Directors may designate one or more other committees (in addition to the mandatory standing
committees described in Section 3.8), each such other committee to consist of one or more of the directors of the Corporation. With respect to all
Board committees (including, but not limited to, the standing committees described in Section 3.8), in the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members of any committee present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place
of any absent or disqualified member. Any committee (including, but not limited to, any standing committee described in Section 3.8), to the
extent permitted by law and subject to the resolution establishing such committee, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Each committee (including, but not limited to, each standing committee described in Section 3.8) shall
keep regular minutes and report to the Board of Directors when required.
Section 3.10 Compensation. The directors may be paid their expenses, if any, of the attendance at each meeting of the Board of Directors
and shall receive such compensation for their services as directors as shall be determined by the Board of Directors. No such payment shall
preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
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