Classmates.com 2006 Annual Report Download - page 120

ARTICLE 7
GENERAL PROVISIONS
Section 7.1 Dividends.
The Board of Directors, subject to the applicable provisions, if any, of the Certificate of Incorporation and applicable
law, may declare and pay dividends upon the capital stock of the Corporation. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as
a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for
such other purposes as the Board of Directors shall deem conducive to the interest of the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.
Section 7.2 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 7.4 Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its
organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
Section 7.5 Loans. The Board of Directors of this Corporation may, without stockholder approval, authorize loans to, or guaranty
obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may
be made, any officer or other employee of the Corporation or of any of its subsidiaries, including any officer or employee who is a director of the
Corporation or any of its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in
such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.
Section 7.6 Representation of Shares of Other Corporations.
Any officer of the Corporation is authorized to vote, represent, and exercise on
behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the
Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or
power of attorney duly executed by such person having the authority.
Section 7.7 Construction; Definitions.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in
the DGCL shall govern the construction of the Bylaws. Without limiting the generality of this provision, the singular number includes the plural,
the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
Section 7.8 Provisions Additional to Provisions of Law. All restrictions, limitations, requirements and other provisions of the Bylaws shall
be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be
fully complied with in addition to the said provisions of law unless such compliance shall be illegal.
Section 7.9 Provisions Contrary to Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phrase of these
Bylaws which upon being construed in the manner provided in
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