eTrade 2012 Annual Report Download - page 193

Section 2.13. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of
the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to Delaware Law, shall
have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall
keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of
Directors.
Section 2.14. Compensation for Directors. Directors may be paid such compensation for their services and such reimbursement
for expenses of attendance at meetings as the Board of Directors may from time to time determine.
ARTICLE 3
O FFICERS
Section 3.01. Enumeration. The officers of the corporation shall consist of a Chairman of the Board, a Chief Executive Officer, a
Chief Financial Officer, a Secretary, and such other officers with such other titles as the Board of Directors shall determine, including,
one or more Executive Vice Presidents and Assistant Secretaries. The Board of Directors may appoint such other officers as it may
deem appropriate.
Section 3.02. Election. The Chief Executive Officer, the Chief Financial Officer and the Secretary shall be elected by the Board
of Directors. Other officers may be appointed by the Board of Directors.
Section 3.03. Qualification. The Chief Executive Officer need not be a director. No officer needs to be a stockholder. Any two
or more offices may be held by the same person, except that no one person shall hold the offices and perform the duties of Chief
Executive Officer and Secretary.
Section 3.04. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer
shall hold office until his successor is elected and qualified, unless a different term is specified in the vote choosing or appointing
him, or until his earlier death, resignation or removal.
Section 3.05. Resignation and Removal. Any officer may resign by delivering his written resignation to the corporation at its
principal office or to 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.
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