eTrade 2012 Annual Report Download - page 192

Section 2.05. Removal. Any director or the entire Board of Directors may be removed only as permitted by Delaware Law and
Article SEVENTH of the Certificate of Incorporation.
Section 2.06. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or
dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice
of each regular meeting shall not be required. A regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.
Section 2.07. Special Meetings. Special meetings of the Board of Directors may be held at any time and place, within or without
the State of Delaware, designated by the Chairman of the Board, two or more directors, the Chief Executive Officer, the Secretary or
Assistant Secretary on the written request of two directors.
Section 2.08. Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the
Secretary, Assistant Secretary or one of the directors calling the meeting. Notice shall be given to each director in person, by
telephone, by facsimile transmission, by electronic mail or by telegram sent to his or her facsimile number, electronic mail address, or
business or home address, as applicable at least 12 hours in advance of the meeting, or by written notice mailed to his or her business
or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need
not specify the purposes of the meeting.
Section 2.09. Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the directors
may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.
Section 2.10. Quorum. Except as otherwise provided by the Certificate of Incorporation, a majority of the total number of
directors then authorized shall constitute a quorum at all meetings of the Board of Directors. To the fullest extent permitted by law, in
the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be present.
Section 2.11. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority o
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those present shall be sufficient to take any action, unless a different vote is specified by Delaware Law, the Certificate of
Incorporation or these Bylaws.
Section 2.12. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board of Directors may be taken without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board of
Directors or committee.
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