eTrade 2012 Annual Report Download - page 191

(c) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (a) by or at the discretion of the Board of Directors or (b) by any stockholder of record at the time of giving
of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who delivers a written notice to the Secretary
setting forth the information set forth in Section 1.08(b) of this Article I. Nominations by stockholders of persons for election to the
Board of Directors may be made at such a special meeting of stockholders only if such stockholder of record’s notice required by the
preceding sentence shall be received by the Secretary at the principal executive offices of the corporation not later than the close of
business on the later of the 90 day prior to such special meeting or the 10 day following the day on which public announcement is
first made of the date of the special meeting. In no event shall an adjournment, or postponement or a special meeting for which notice
has been given, commence a new time period for the giving of a stockholder of record’s notice. A person shall not be eligible for
election or reelection as a director at a special meeting unless the person is nominated (i) by or at the direction of the Board of
Directors or (ii) by a stockholder of record in accordance with the notice procedures set forth in this Article I.
ARTICLE 2
D IRECTORS
Section 2.01. General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board
of Directors, who may exercise all of the powers of the corporation except as otherwise provided by Delaware Law, the Certificate of
Incorporation or these Bylaws.
Section 2.02. Number; Election; Tenure and Qualification. Subject to amendment in accordance with Article FIFTH of the
Certificate of Incorporation, the number of directors which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution of the Board of Directors but shall not be less than six or more than twelve. Except as otherwise provided in the
Certificate of Incorporation, each Director elected shall hold office until the next annual meeting of stockholders and their successors
shall be elected in accordance with Article SEVENTH of the Certificate of Incorporation. Directors need not be stockholders of the
corporation
Section 2.03. Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the Board of Directors, may be filled by vote of a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. Any director elected by the Board of Directors in accordance
with the preceding sentence shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s
successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal.
Section 2.04. Resignation. Any director may resign upon notice in writing or by electronic transmission to the Board of
Directors, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event or events.
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