Enom 2010 Annual Report Download - page 161
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AMENDED AND RESTATED
BYLAWS OF
DEMAND MEDIA, INC.
ARTICLE I - CORPORATE OFFICES
1.1 REGISTERED OFFICE.
The registered office of Demand Media, Inc. (the "Corporation") shall be fixed in the Corporation's certificate of
incorporation, as the same may be amended from time to time.
1.2 OTHER OFFICES.
The Corporation's board of directors (the "Board") may at any time establish other offices at any place or places.
ARTICLE II - MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS.
Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The
Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held
solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of
Delaware (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the
Corporation's principal executive office.
2.2 ANNUAL MEETING.
The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and
other proper business properly brought before the meeting in accordance with Section 2.4 of this Article II may be transacted.
2.3 SPECIAL MEETING.
Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by the Board,
chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings
may not be called by any other person or persons.
No business may be transacted at such special meeting other than the business specified in such notice to stockholders.
Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board may be held.
2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING
(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) brought before the
meeting by the Corporation and specified in the notice of meeting given by or at the direction of the Board, (b) brought before the
meeting by or at the direction of the