LeapFrog 2015 Annual Report Download - page 190

the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or
special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.
Section 25. Committees.
(a) Committees. The Board of Directors may, from time to time, appoint such committees as may be
permitted by law. Such committees appointed by the Board of Directors shall consist of one (1) or more
members of the Board of Directors and shall have such powers and perform such duties as may be prescribed
by the resolution or resolutions creating such committees, but in no event shall any such committee have the
power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action
or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to
stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.
(b) Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred
Stock and the provisions of subsection (a) of this Section 25, may at any time increase or decrease the
number of members of a committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary resignation from the committee or
from the Board of Directors. The Board of Directors may at any time for any reason remove any individual
committee member and the Board of Directors may fill any committee vacancy created by death, resignation,
removal or increase in the number of members of the committee. The Board of Directors may designate one
or more directors as alternate members of any committee, who may replace any absent or disqualified member
at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.
(c) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of any committee
appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of
Directors, or by any such committee, and when notice thereof has been given to each member of such
committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such
committee may be held at any place which has been determined from time to time by such committee, and
may be called by any director who is a member of such committee, upon notice to the members of such
committee of the time and place of such special meeting given in the manner provided for the giving of notice
to members of the Board of Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at any time before or after the
meeting and will be waived by any director by attendance thereat, except when the director attends such
special 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. Unless otherwise provided by the Board of
Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be the act of such committee.
Section 26. Organization. At every meeting of the directors, unless otherwise determined by the Board
of Directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent,
the Vice Chairman, or if a Vice Chairman has not been appointed or is absent, the Chief Executive Officer
(if a director), or, if the Chief Executive Officer is absent, a chairman of the meeting chosen by a majority of
the directors present, shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary
or other officer or director directed to do so by the chairman of the meeting, shall act as secretary of the
meeting.
Section 27. Chairman of the Board of Directors. The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors and the stockholders. The Chairman of the Board of
Directors shall perform such other duties as are commonly incident to the position of Chairman and shall also
perform such other duties and have such other powers as the Board of Directors shall designate from time
to time.
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