eTrade 2012 Annual Report Download - page 185

Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
E*TRADE FINANCIAL CORPORATION
(a Delaware corporation)
as of August 8, 2012
ARTICLE 1
S TOCKHOLDERS
Section 1.01. Time and Place of Meetings. All meetings of stockholders shall be held at such place within or outside the State of
Delaware and at such time, as may be designated from time to time by the Board of Directors or the Chief Executive Officer or an
officer authorized by the Board of Directors to make such designation.
Section 1.02. 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 on such date and at such time as the Board of
Directors or an officer authorized by 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.
Section 1.03. 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”). Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 1.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be
given which shall state the place, if any, date, and hour of the meeting, the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the
stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to
notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall
be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise
provided herein or required by the Delaware General Corporation Law (“Delaware Law”).
(b) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and
place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to
be
p
resent in
p
erson and vote at such ad
j
ourned meetin
g
are announced at the meetin
g
at which the