eTrade 2000 Annual Report Download - page 113

EXHIBIT 3.3
AMENDED AND RESTATED BYLAWS
OF
E*TRADE GROUP, INC.
(a Delaware corporation)
as of October 25, 2000
ARTICLE 1 — STOCKHOLDERS
1.1 Place of Meetings . All meetings of stockholders shall be held at such place within or without the State of Delaware as may be
designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the
corporation.
1.2 Annual Meeting . The annual meeting of stockholders for the election of directors and for the transaction of such other business as
may properly be brought before the meeting shall be held each year beginning in the calendar year 1997 on such date and at such time
as the Board of Directors determines. If this date shall fall upon a legal holiday at the place of the meeting, then such meeting shall be
held on the next succeeding business day at the same hour. If no annual meeting is held in accordance with the foregoing provisions,
the Board of Directors shall cause the meeting to be held as soon thereafter as convenient.
1.3 Special Meetings . Special meetings of stockholders may be called only in accordance with Article SIXTH of the Certificate of
Incorporation as it may be amended from time to time (the “Certificate of Incorporation’ ’ ).
1.4 Notice of Meetings . Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or
special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such
meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in
addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.
1.5 Voting List . The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10
days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present.
1.6 Quorum . Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority of the
shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of business.
1.7 Adjournments . Any meeting of stockholders may be adjourned to another time and to any other place at which a meeting of
stockholders may be held under these Bylaws by the stockholders present or represented at the meeting and entitled to vote, although
less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall
not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned
meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original
meeting.
1.8 Voting and Proxies . Each stockholder shall have one vote for each share of stock entitled to vote held of record by such
stockholder and a proportionate vote for each fractional share so held, unless otherwise provided in the Certificate of Incorporation.
Each stockholder of record entitled to vote at a meeting of stockholders may vote in person or may authorize another person or persons
to vote or act for him by written proxy
executed by the stockholder or his authorized agent and delivered to the Secretary of the corporation. No such proxy shall be voted or
acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.
1.9 Action at Meeting . In all matters other than the election of directors, when a quorum is present at any meeting, the holders of a
majority of the stock present or represented and entitled to vote on the subject matter (or if there are two or more classes of stock
entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or
represented and entitled to vote on the subject matter) shall decide any matter to be voted upon by the stockholders at such meeting,
except when a different vote is required by express provision of law, the Certificate of Incorporation or these Bylaws. Any election of
directors by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.
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