LeapFrog 2015 Annual Report Download - page 188

that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more
votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder
holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein,
the inspectors at the time they make their certification pursuant to subsection (d)(v) of this section shall
specify the precise information considered by them including the person or persons from whom they obtained
the information, when the information was obtained, the means by which the information was obtained and
the basis for the inspectors’ belief that such information is accurate and reliable.
ARTICLE IV
DIRECTORS
Section 15. Number And Term Of Office. The authorized number of directors of the corporation shall
be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting
the Board. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any
cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter
as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these
Bylaws.
Section 16. Powers. The powers of the corporation shall be exercised, its business conducted and its
property controlled by the Board of Directors, except as may be otherwise provided by statute or by the
Certificate of Incorporation.
Section 17. Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances, directors shall be elected at each annual meeting of
stockholders for a term of one year. Each director shall serve until his successor is duly elected and qualified
or until his earlier death, resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
Section 18. Vacancies. Any vacancies on the Board of Directors by reason of death, resignation,
retirement, disqualification, removal from office or otherwise and any newly created directorships resulting
from any increase in the authorized number of directors may be filled in the manner provided in the
Certificate of Incorporation of the corporation or by the stockholders of the corporation. The directors so
chosen 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 or, if earlier, until his death,
resignation or removal. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the
case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of
stockholders at which directors are to be elected (including any special meeting convened for such purpose) to
elect the number of directors then constituting the whole Board of Directors.
Section 19. Resignation. Any director may resign at any time by delivering his or her notice in writing
or by electronic transmission to the Secretary of the corporation, such resignation to specify whether it will be
effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no
such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or
more directors shall resign from the Board of Directors, 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 for the unexpired portion of the term of the director whose place shall be vacated and
until his successor shall have been duly elected and qualified.
Section 20. Removal. The Board of Directors or any individual director may be removed from office at
any time (a) with cause by the affirmative vote of the holders of a majority of the voting power of all the
then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors,
voting together as a single class or (b) without cause by the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the voting power of all the then-outstanding shares of the capital stock of
the corporation entitled to vote generally at an election of directors, voting together as a single class.
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