eTrade 2012 Annual Report Download - page 189

general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a
general partner and (G) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly
entitled to based on any increase or decrease in the value of shares of the corporation of Derivative Instruments, if any, as of the date
of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the
same household (which information set forth in this paragraph shall be supplemented by such stockholder or such beneficial owner, as
the case may be, not later than 10 days after the record date for determining the stockholders entitled to vote at the meeting; provided,
that if such date is after the date of the meeting, not later than the day prior to the meeting); (iv) any material interest of the
stockholder and any beneficial owner on whose behalf the proposal is made in such business, (v) a representation that the stockholder
is a holder of record or stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to propose such business, (vi) a representation that the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the corporation’s
outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such
proposal (the “Solicitation Statement”), and (vii) any other information that is required to be provided by the stockholder pursuant to
the 1934 Act, in his or her capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders
must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 1.08
(a). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of this Section 1.08(a), and, if he or she should so
determine, such chairman shall so declare at the meeting that any such business not properly brought before the meeting shall not be
transacted.
(b) Only persons who are nominated in accordance with the procedures set forth in this Section 1.08(b) shall be eligible for
election as directors. To be properly brought before an annual meeting, nominations must be: (A) specified in the proxy materials for
the meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a Record
Stockholder at the time of giving notice who is entitled to vote at the meeting and who has complied with the notice procedures set
forth in this Section 1.08(b).
For nominations to be properly brought before an annual meeting by a Record Stockholder pursuant to clause (C) of the
foregoing paragraph, (a) the Record Stockholder must have given timely notice thereof in writing to the Secretary of the corporation,
and (b) the Record Stockholder and the beneficial owner, if any, on whose behalf such nomination is made, must have acted in
accordance with the representations set forth in the Nomination Solicitation Statement required by this Section 1.08(b). To be timely,
a Record Stockholder’s notice shall be received by the Secretary at the principal executive offices of the corporation within the time
frames set forth in this Section 1.08(b) with respect to stockholder business proposals.
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