LeapFrog 2015 Annual Report Download - page 193

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 34.35. Voting Of Securities Owned By The Corporation. All stock and other securities of
other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be
voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution
of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, or any Vice President.
ARTICLE VIIVIII
SHARES OF STOCK
Section 35.36. Form And Execution Of Certificates. The shares of the corporation shall be
represented by certificates, or shall be uncertificated. Certificates for the shares of stock of the corporation, if
any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock represented by certificate in the corporation shall be entitled to have a certificate signed by or
in the name of the corporation by the Chairman of the Board of Directors, the Chief Executive Officer, the
President or any Vice President and by the Secretary or Assistant Secretary, certifying the number of shares
owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any
officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
Section 36.37. Lost Certificates. A new certificate or certificates (or uncertificated shares in lieu of a
new certificate) shall be issued in place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such
manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may
direct as indemnity against any claim that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.
Section 37.38. Transfers.
(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the
holders thereof, in person or by attorney duly authorized, who shall furnish proper evidence of authority to
transfer, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.
(b) The corporation shall have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock
of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by
the DGCL.
Section 38.39. Fixing Record Dates.
(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such
date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the
Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of
the meeting shall be the date for making such determination. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day on which notice is given, or,
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