LeapFrog 2015 Annual Report Download - page 184

Stockholder Associated Person or family member that are separated or separable from the underlying shares of
the corporation, (iii) any proportionate interest in shares of the corporation or Derivative Instruments held,
directly or indirectly, by a general or limited partnership in which such stockholder, Stockholder Associated
Person or family member is a general partner or, directly or indirectly, beneficially owns an interest in a
general partner and (iv) any performance-related fees (other than an asset-based fee) that such stockholder,
Stockholder Associated Person or family member is entitled to based on any increase or decrease in the value
of shares of the corporation or Derivative Instruments, if any, as of the date of such notice (which information
shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record
date for the meeting to disclose such ownership as of the record date); and (F) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, whether either
such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of the proposal, at least the percentage of the corporation’s voting shares required under applicable
law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the
corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a
‘‘Solicitation Notice’’). For purposes of this Section 5(b), ‘‘Stockholder Associated Person’’ of any stockholder
shall mean (i) any person controlling or controlled by, directly or indirectly, or acting in concert with, such
stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by
such stockholder and (iii) any person controlling, controlled by or under common control with such
Stockholder Associated Person.
(c) Only such persons who are nominated in accordance with the procedures set forth in this Section 5
shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures set forth in this Section 5.
Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as
the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination
or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination
shall not be presented for stockholder action at the meeting and shall be disregarded.
(d) In addition to the foregoing provisions of this Section 5, a stockholder must also comply with all
applicable requirements of the 1934 Act and the rules and regulations thereunder with respect to matters set
forth in this Section 5. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act.
(e) For purposes of these Bylaws, ‘‘public announcement’’ shall mean disclosure in a press release
reported by a national news service or in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.
Section 6. Special Meetings.
(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes,
by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not
there exist any vacancies in previously authorized directorships at the time any such resolution is presented to
the Board of Directors for adoption).
(b) The Board of Directors shall determine the date, time and place of such special meeting. Upon
determination of the date, time and place of the meeting, the Secretary shall cause a notice of meeting to be
given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. No
business may be transacted at such special meeting otherwise than specified in the notice of meeting. The only
matters that may be brought before special meetings of the stockholders are the matters specified in the notice
of such meeting and stockholders shall not be permitted to propose business to be brought before special
meetings of the stockholders. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.
(c) Nominations of persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at
A-3