eTrade 2012 Annual Report Download - page 195

Certificate of Incorporation or by these Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its
books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock,
regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these Bylaws.
Section 4.03. Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any
previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors
may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.
Section 4.04. Record Date. In order that the corporation may determine the stockholders entitled to notice of any meeting of
stockholders or any adjournment thereof, the Board of Directors may, except as otherwise required by law, fix a record date, which
record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a
date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of
Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for
making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled
to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to
vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned
meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing
provisions of this Section at the adjourned meeting.
In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.
If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.
ARTICLE 5
I NDEMNIFICATION
Section 5.01. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding,
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