Juno 2013 Annual Report Download - page 161

AMENDED AND RESTATED BYLAWS OF
UNITED ONLINE, INC.
ARTICLE 1
OFFICES
Section 1.1 United Online, Inc., a Delaware corporation (the “Corporation”), may have offices at such places both within and without the State
of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may
require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.1 Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.
Section 2.2 The annual meetings of stockholders for the election of directors shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors. Any other proper business may be transacted at the annual meeting of stockholders.
Section 2.3 Unless otherwise required by law or by the certificate of incorporation of the Corporation (as amended from time to time
and including any certificates of designation with respect to any preferred stock of the Corporation, the “Certificate of Incorporation”), special meetings of
stockholders, for any purpose or purposes, may be called by the Board of Directors pursuant to a resolution stating the purpose or purposes thereof or by the
Chairman, if there be one. Any power of stockholders of the Corporation to call a special meeting is specifically denied. Notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten or more than sixty days before
the date of the meeting to each stockholder entitled to vote at such meeting. Only such business shall be conducted at a special meeting as shall be specified in
the notice of meeting (or any supplement thereto).
Section 2.4 Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 2.5 Unless otherwise required by law or the Certificate of Incorporation, the presence in person or by proxy of the holders of shares of
capital stock entitled to cast a majority
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