Classmates.com 2006 Annual Report Download - page 117

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ARTICLE 5
OFFICERS
Section 5.1 Enumeration.
The officers of the Corporation shall be elected by the Board of Directors and shall, at a minimum, include a chief
executive officer, a president, a chief financial officer and a secretary. The Board of Directors may elect from among its members a Chairman of
the Board. The Board of Directors may also elect one or more vice-presidents, senior vice-presidents or executive vice-presidents, and assistant
secretaries and assistant treasurers. In addition, the chief executive officer may designate one or more vice-presidents or senior vice-
presidents of
the Corporation, although such individuals shall not be officers of the Corporation unless so designated by the Board of Directors. Any number
of offices may be held by the same person, unless the certificate of incorporation or these Bylaws otherwise provide.
Section 5.2 Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a chief executive
officer, a president, a chief financial officer, and a secretary and may elect vice presidents.
Section 5.3 Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by
the Board of Directors.
Section 5.4 Compensation. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or any committee
established by the Board of Directors for such purpose. The salaries of agents of the Corporation shall, unless fixed by the Board of Directors, be
fixed by the chief executive officer or the president of the Corporation.
Section 5.5 Tenure. The officers of the Corporation shall hold office until their successors are elected and qualified or until such officer’s
earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
Section 5.6 The Chairman of the Board of Directors. The Chairman of the Board of Directors, if any, shall preside at all meetings of the
Board of Directors of the Corporation and of the stockholders at which he/she shall be present. He/she shall have any may exercise such powers
as are, from time to time, assigned to him/her by the Board of Directors and as maybe provided by law. In the absence of the Chairman of the
Board, the chief executive officer shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He
shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors as may be provided by law.
Section 5.7 The Chief Executive Officer, President and Senior Vice-Presidents. The chief executive officer of the Corporation shall have
general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are
carried into effect. In the absence of the Chairman of the Board, the chief executive officer shall preside at all meetings of the stockholders and
the Board of Directors. The chief executive officer, president or any executive vice president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
In the absence of the chief executive officer or in the event of his inability or refusal to act, the president, if any, shall perform the duties of the
chief executive officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer. The
president
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