Enom 2010 Annual Report Download - page 174

ARTICLE III - DIRECTORS
3.1 POWERS.
Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action
required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the Board. In the event of a vacancy in the Board, the
remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
3.2 NUMBER OF DIRECTORS.
Subject to the rights of any series of preferred stock then outstanding to elect additional directors under specified
circumstances, the number of directors which shall constitute the whole Board initially shall be nine, and, thereafter shall be fixed
exclusively by one or more resolutions adopted from time to time by a majority of the Board. No reduction of the authorized number
of directors shall have the effect of removing any director before that director's term of office expires.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold
office until the expiration of the term for which elected and until such director's successor is elected and qualified or until such
director's earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of
incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.
3.4 RESIGNATION AND VACANCIES.
Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. When one
or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other
vacancies.
Subject to the rights of the holders of any series of preferred stock then outstanding, any vacancies on the Board resulting
from death, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of
directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the
stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office,
even though less than a quorum of the Board, and not by the stockholders. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until
such director's successor shall have been elected and qualified.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
The Board may hold meetings, both regular and special, either within or outside the State of Delaware.
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