LeapFrog 2015 Annual Report Download - page 191

ARTICLE V
OFFICERS
Section 28. Officers Designated. The officers of the corporation shall be the Chief Executive Officer
and the Secretary. The corporation may also have, at the discretion of the Board, one or more presidents, a
chief financial officer, a treasurer, a controller, one or more vice presidents, one or more assistant vice
presidents, one or more assistant treasurers, one or more assistant controllers, one or more assistant secretaries,
and any such other officers as may be appointed in accordance with the provisions of these bylaws. The Board
of Directors may also assign such additional titles to one or more of the officers as it shall deem appropriate.
Any one person may hold any number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be
fixed by or in the manner designated by the Board of Directors.
Section 29. Tenure And Duties Of Officers.
(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their
successors shall have been duly elected and qualified, unless any such officer shall sooner resign or be
removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the
Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by
the Board of Directors.
(b) Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the
stockholders and, if a director, at all meetings of the Board of Directors, unless the Chairman or Vice
Chairman of the Board of Directors has been appointed and is present or as otherwise determined by the
Board of Directors. The Chief Executive Officer shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, have general supervision, direction and control of the
business and officers of the corporation.
(c) Duties of President. Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chief Executive Officer, the president shall have general supervision, direction, and control of
the business and other officers of the corporation. The President shall perform other duties commonly incident
to the office and shall also perform such other duties and have such other powers, as the Board of Directors or
the Chief Executive Officer shall designate from time to time.
(d) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President
in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents
shall perform other duties commonly incident to their office and shall also perform such other duties and have
such other powers as the Board of Directors or the Chief Executive Officer or, if the Chief Executive Officer
has not been appointed or is absent, the President shall designate from time to time.
(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of
Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The
Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all
meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform
all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also
perform such other duties and have such other powers, as the Board of Directors shall designate from time to
time. The Chief Executive Officer or, if the Chief Executive Officer has not been appointed or is absent, the
President may direct any Assistant Secretary or other officer to assume and perform the duties of the Secretary
in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly
incident to the office and shall also perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer or the President shall designate from time to time.
(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the
books of account of the corporation in a thorough and proper manner and shall render statements of the
financial affairs of the corporation in such form and as often as required by the Board of Directors or the
Chief Executive Officer or, if the Chief Executive Officer has not been appointed or is absent, the President.
The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds
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