LeapFrog 2015 Annual Report Download - page 189

Section 21. Meetings.
(a) Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings
of the Board of Directors may be held at any time or date and at any place within or without the State of
Delaware which has been designated by the Board of Directors and publicized among all directors, either
orally or in writing, by telephone, including a voice-messaging system or other system designed to record and
communicate messages, by facsimile, or by electronic mail or other electronic means. No further notice shall
be required for regular meetings of the Board of Directors.
(b) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings
of the Board of Directors may be held at any time and place within or without the State of Delaware
whenever called by the Chairman of the Board of Directors, the Chief Executive Officer or any two or more
directors.
(c) Meetings by Electronic Communications Equipment. Any member of the Board of Directors,
or of any committee thereof, may participate in a meeting by means of conference telephone or other
communications equipment by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person at such meeting.
(d) Notice of Special Meetings. Notice of the date, time and place of all special meetings of the Board
of Directors shall be delivered orally or in writing, by telephone, including a voice messaging system or other
system or technology designed to record and communicate messages, by facsimile, or by electronic mail or
other electronic means, during normal business hours, at least twenty-four (24) hours before the start of the
meeting. If notice is sent by US mail, it shall be mailed by first class mail, charges prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in writing, or by electronic
transmission, at any time before or after the meeting and will be waived by any director by attendance thereat,
except when the director attends the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or convened.
(e) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any
committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting
duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each
of the directors not present who did not receive notice shall sign a written waiver of notice, or consent to
holding such meeting, or approval of the minutes of such meeting, or shall waive notice by electronic
transmission. All such waivers, consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
Section 22. Quorum And Voting.
(a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors
shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors
in accordance with the Certificate of Incorporation; provided, however, at any meeting whether a quorum be
present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for
the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business
shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be
required by law, the Certificate of Incorporation or these Bylaws.
Section 23. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as
the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or
transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or
committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.
Section 24. Fees And Compensation. Directors shall be entitled to such compensation for their
services as may be fixed or approved by the Board of Directors, including, if so approved, by resolution of
A-8