eTrade 2012 Annual Report Download - page 186

adjournment is taken; provided, however, that if the adjournment is for more than 30 days, notice of the place, if any, date, and time
of the adjourned meeting and 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 adjourned meeting, shall be given to each stockholder in conformity herewith. If after the
adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a
new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than 60 nor less than
10 days before the date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record
entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting,
any business may be transacted which might have been transacted at the original meeting. The officer presiding at any meeting shall
have the power to adjourn the meeting to another place, if any, date and time.
(c) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the 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.
Section 1.05. Quorum. Unless or except to the extent that the presence of a larger number may be required by law, the rules of
any stock exchange upon which the corporation’s securities are listed, the Certificate of Incorporation or these Bylaws, the holders of
a majority of the voting power of all 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 all purposes. If a quorum should fail to attend
any meeting, the majority of the stockholders present, though less than a quorum, or the officer entitled to preside at or act as
Secretary of the meeting may adjourn the meeting to another place.
Section 1.06. 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 or Delaware Law. 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.
Section 1.07. Action At Meeting; Majority Voting; Director Resignation Policy; Contested Elections; Treasury Stock.
(a) In all matters other than the election of directors, when a quorum is present at any meeting, the affirmative vote of the
majority of the voting power present in person or represented by proxy 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 affirmative vote of the
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