{"id":41514,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-e-trade-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-e-trade-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-e-trade-group-inc.html","title":{"rendered":"Bylaws &#8211; E*Trade Group Inc."},"content":{"rendered":"<pre>                                RESTATED BYLAWS\n                                       OF\n                              E*TRADE GROUP, INC.\n                            (A DELAWARE CORPORATION)\n\n\n                           ARTICLE 1 - STOCKHOLDERS\n                           ------------------------\n\n          1.1  Place of Meetings.  All meetings of stockholders shall be held at\n               -----------------                                                \nsuch place within or without the State of Delaware as may be designated from\ntime to time by the Board of Directors or the President or, if not so\ndesignated, at the registered office of the corporation.\n\n          1.2  Annual Meeting.  The annual meeting of stockholders for the\n               --------------                                             \nelection of directors and for the transaction of such other business as may\nproperly be brought before the meeting shall be held each year beginning in the\ncalendar year 1997 on such date and at such time as the Board of Directors\ndetermines.  If this date shall fall upon a legal holiday at the place of the\nmeeting, then such meeting shall be held on the next succeeding business day at\nthe same hour.  If no annual meeting is held in accordance with the foregoing\nprovisions, the Board of Directors shall cause the meeting to be held as soon\nthereafter as convenient.\n\n          1.3  Special Meetings.  Special meetings of stockholders may be called\n               ----------------                                                 \nonly in accordance with Article SIXTH of the Certificate of Incorporation as it\nmay be amended from time to time (the ``Certificate of Incorporation'').\n\n          1.4  Notice of Meetings.  Except as otherwise provided by law, written\n               ------------------                                               \nnotice of each meeting of stockholders, whether annual or special, shall be\ngiven not less than 10 nor more than 60 days before the date of the meeting to\neach stockholder entitled to vote at such meeting.  The notices of all meetings\nshall state the place, date and hour of the meeting.  The notice of a special\nmeeting shall state, in addition, the purpose or purposes for which the meeting\nis called.  If mailed, notice is given when deposited in the United States mail,\npostage prepaid, directed to the stockholder at his address as it appears on the\nrecords of the corporation.\n\n          1.5  Voting List.  The officer who has charge of the stock ledger of\n               -----------                                                    \nthe corporation shall prepare, at least 10 days before every meeting of\nstockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\n10 days prior to the meeting, at a place within the city where the meeting is to\nbe held.  The list shall also be produced and kept at the time and place of the\nmeeting during the whole time of the meeting, and may be inspected by any\nstockholder who is present.\n\n                                      1.\n\n \n          1.6  Quorum.  Except as otherwise provided by law, the Certificate of\n               ------                                                          \nIncorporation or these Bylaws, the holders of a majority of the shares of the\ncapital stock of the corporation issued and outstanding and entitled to vote at\nthe meeting, present in person or represented by proxy, shall constitute a\nquorum for the transaction of business.\n\n          1.7  Adjournments.  Any meeting of stockholders may be adjourned to\n               ------------                                                  \nanother time and to any other place at which a meeting of stockholders may be\nheld under these Bylaws by the stockholders present or represented at the\nmeeting and entitled to vote, although less than a quorum, or, if no stockholder\nis present, by any officer entitled to preside at or to act as Secretary of such\nmeeting.  It shall not be necessary to notify any stockholder of any adjournment\nof less than 30 days if the time and place of the adjourned meeting are\nannounced at the meeting at which adjournment is taken, unless after the\nadjournment a new record date is fixed for the adjourned meeting.  At the\nadjourned meeting, the corporation may transact any business which might have\nbeen transacted at the original meeting.\n\n          1.8  Voting and Proxies.  Each stockholder shall have one vote for\n               ------------------                                           \neach share of stock entitled to vote held of record by such stockholder and a\nproportionate vote for each fractional share so held, unless otherwise provided\nin the Certificate of Incorporation.  Each stockholder of record entitled to\nvote at a meeting of stockholders may vote in person or may authorize another\nperson or persons to vote or act for him by written proxy executed by the\nstockholder or his authorized agent and delivered to the Secretary of the\ncorporation.  No such proxy shall be voted or acted upon after three years from\nthe date of its execution, unless the proxy expressly provides for a longer\nperiod.\n\n          1.9  Action at Meeting.  In all matters other than the election of\n               -----------------                                            \ndirectors, when a quorum is present at any meeting, the holders of a majority of\nthe stock present or represented and entitled to vote on the subject matter (or\nif there are two or more classes of stock entitled to vote as separate classes,\nthen in the case of each such class, the holders of a majority of the stock of\nthat class present or represented and entitled to vote on the subject matter)\nshall decide any matter to be voted upon by the stockholders at such meeting,\nexcept when a different vote is required by express provision of law, the\nCertificate of Incorporation or these Bylaws.  Any election of directors by\nstockholders shall be determined by a plurality of the votes cast by the\nstockholders entitled to vote at the election.\n\n          1.10  Advance Notice of Stockholder Nominees and Stockholder Business.\n                ---------------------------------------------------------------\n(a)  At an annual meeting of the stockholders, only such business shall be\nconducted as shall have been properly brought before the meeting.  To be\nproperly brought before an annual meeting, business must be:  (A) specified in\nthe notice of meeting (or any supplement thereto) given by or at the direction\nof the Board of Directors, (B) otherwise properly brought before the meeting by\nor at the direction of the Board of Directors, or (C) otherwise properly brought\nbefore the meeting by a stockholder.  For business to be properly brought before\nan annual meeting by a stockholder, the stockholder must have\n\n                                      2.\n\n \ngiven timely notice thereof in writing to the Secretary of the corporation.  To\nbe timely, a stockholder's notice must be delivered to or mailed and received at\nthe principal executive offices of the corporation not later than the close of\nbusiness on the sixtieth (60th) day nor earlier than the close of business on\nthe ninetieth (90th) day prior to the first anniversary of the preceding year's\nannual meeting; provided, however, that in the event that no annual meeting was\nheld in the previous year or the date of the annual meeting has been changed by\nmore than thirty (30) days from the date contemplated at the time of the\nprevious year's proxy statement, notice by the stockholder to be timely must be\nso received not earlier than the close of business on the ninetieth (90th) day\nprior to such annual meeting and not later than the close of business on the\nlater of the sixtieth (60th) day prior to such annual meeting or, in the event\npublic announcement of the date of such annual meeting is first made by the\ncorporation fewer than seventy (70) days prior to the date of such annual\nmeeting, the close of business on the tenth (10th) day following the day on\nwhich public announcement of the date of such meeting is first made by the\ncorporation.  A stockholder's notice to the Secretary shall set forth as to each\nmatter the stockholder proposes to bring before the annual meeting:  (i) a brief\ndescription of the business desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (ii) the name\nand address, as they appear on the corporation's books, of the stockholder\nproposing such business, (iii) the class and number of shares of the corporation\nwhich are beneficially owned by the stockholder, (iv) any material interest of\nthe stockholder in such business and (v) any other information that is required\nto be provided by the stockholder pursuant to Regulation 14A under the\nSecurities Exchange Act of 1934, as amended (the ``1934 Act''), in his or her\ncapacity as a proponent to a stockholder proposal.  Notwithstanding the\nforegoing, in order to include information with respect to a stockholder\nproposal in the proxy statement and form of proxy for a stockholder's meeting,\nstockholders must provide notice as required by the regulations promulgated\nunder the 1934 Act.  Notwithstanding anything in these Bylaws to the contrary,\nno business shall be conducted at any annual meeting except in accordance with\nthe procedures set forth in this paragraph (a).  The chairman of the annual\nmeeting shall, if the facts warrant, determine and declare at the meeting that\nbusiness was not properly brought before the meeting and in accordance with the\nprovisions of this paragraph (a), and, if he or she should so determine, such\nchairman shall so declare at the meeting that any such business not properly\nbrought before the meeting shall not be transacted.\n\n     (b) Only persons who are nominated in accordance with the procedures set\nforth in this paragraph (b) shall be eligible for election as directors.\nNominations of persons for election to the Board of Directors of the corporation\nmay be made at a meeting of stockholders by or at the direction of the Board of\nDirectors or by any stockholder of the corporation entitled to vote in the\nelection of directors at the meeting who complies with the notice procedures set\nforth in this paragraph (b).  Such nominations, other than those made by or at\nthe direction of the Board of Directors, shall be made pursuant to timely notice\n(as set forth in paragraph (a) of this Section 1.10) in writing to the Secretary\nof the corporation in accordance with the provisions of paragraph (b) of this\nSection 1.10.  Such stockholder's notice shall set forth (i) as to each person,\nif any, whom the stockholder\n\n                                      3.\n\n \nproposes to nominate for election or re-election as a director:  (A) the name,\nage, business address and residence address of such person, (B) the principal\noccupation or employment of such person, (C) the class and number of shares of\nthe corporation which are beneficially owned by such person, (D) a description\nof all arrangements or understandings between the stockholder and each nominee\nand any other person or persons (naming such person or persons) pursuant to\nwhich the nominations are to be made by the stockholder, and (E) any other\ninformation relating to such person that is required to be disclosed in\nsolicitations of proxies for election of directors, or is otherwise required, in\neach case pursuant to Regulation 14A under the 1934 Act (including without\nlimitation such person's written consent to being named in the proxy statement,\nif any, as a nominee and to serving as a director if elected), and (ii) as to\nsuch stockholder giving notice, the information required to be provided pursuant\nto paragraph (a) of this Section 1.10.  At the request of the Board of\nDirectors, any person nominated by a stockholder for election as a director\nshall furnish to the Secretary of the corporation that information required to\nbe set forth in the stockholder's notice of nomination which pertains to the\nnominee.  No person shall be eligible for election as a director of the\ncorporation unless nominated in accordance with the procedures set forth in this\nparagraph (b).  The chairman of the meeting shall, if the facts warrant,\ndetermine and declare at the meeting that a nomination was not made in\naccordance with the procedures prescribed by these Bylaws, and if he or she\nshould so determine, such chairman shall so declare at the meeting, and the\ndefective nomination shall be disregarded.\n\n     (c) For purposes of this Section 1.10, ``public announcement'' shall mean\ndisclosure in a press release reported by the Dow Jones News Service, Associated\nPress or comparable national news service or in a document publicly filed by the\ncorporation with the Securities and Exchange Commission pursuant to Section 13,\n14 or 15(d) of the 1934 Act.\n\n\n                             ARTICLE 2 - DIRECTORS\n                             ---------------------\n\n          2.1  General Powers.  The business and affairs of the corporation\n               --------------                                              \nshall be managed by or under the direction of a Board of Directors, who may\nexercise all of the powers of the corporation except as otherwise provided by\nlaw, the Certificate of Incorporation or these Bylaws.  In the event of a\nvacancy in the Board of Directors, the remaining directors, except as otherwise\nprovided by law, may exercise the powers of the full Board of Directors until\nthe vacancy is filled.\n\n          2.2  Number; Election; Tenure and Qualification.  The number of\n               ------------------------------------------                \nDirectors of the Corporation shall be eight (8), subject to amendment in\naccordance with Article FIFTH of the Certificate of Incorporation.  The\nDirectors shall be classified and their successors elected in accordance with\nArticle SEVENTH of the Certificate of Incorporation.  Subject to the requirement\nof the Certificate of Incorporation that the classes be as nearly equal in\nnumber as possible, the size of each class of Directors shall be as determined\nfrom\n\n                                      4.\n\n \ntime to time by resolution adopted by a majority of the Board of Directors.  Any\nreduction in the size of any class of Directors shall not shorten the term of\noffice of any incumbent Director.  Directors need not be stockholders of the\ncorporation.\n\n          2.3  Enlargement of the Board of Directors.  The authorized number of\n               -------------------------------------                           \ndirectors on the Board of Directors may be increased in accordance with Article\nFIFTH of the Certificate of Incorporation.\n\n          2.4  Vacancies.  Unless and until filled by the stockholders, any\n               ---------                                                   \nvacancy in the Board of Directors, however occurring, including a vacancy\nresulting from an enlargement of the Board of Directors, may be filled by vote\nof a majority of the directors then in office, although less than a quorum, or\nby a sole remaining director; provided, however, a vacancy created by the\nremoval of a director by the vote of the stockholders or by court order may be\nfilled only by the affirmative vote of a majority of the shares represented and\nvoting at a duly held meeting at which a quorum is present (which shares voting\naffirmatively also constitute a majority of the required quorum).  Any director\nelected in accordance with the preceding sentence shall hold office for the\nremainder of the full term of the class of directors in which the new\ndirectorship was created or the vacancy occurred and until such director's\nsuccessor shall have been elected and qualified, or until such director's\nearlier death, resignation or removal.\n\n          2.5  Resignation.  Any director may resign by delivering his written\n               -----------                                                    \nresignation to the corporation at its principal office or to the President or\nSecretary.  Such resignation shall be effective upon receipt unless it is\nspecified to be effective at some other time or upon the happening of some other\nevent.\n\n          2.6  Removal.  Any director or the entire Board of Directors may be\n               -------                                                       \nremoved, only as permitted by applicable law and Article SEVENTH of the\nCertificate of Incorporation.\n\n          2.7  Regular Meetings.  Regular meetings of the Board of Directors may\n               ----------------                                                 \nbe held without notice at such time and place, within or without the State of\nDelaware, as shall be determined from time to time by the Board of Directors;\nprovided that any director who is absent when such a determination is made shall\nbe given notice of the determination.  A regular meeting of the Board of\nDirectors may be held without notice immediately after and at the same place as\nthe annual meeting of stockholders.\n\n          2.8  Special Meetings.  Special meetings of the Board of Directors may\n               ----------------                                                 \nbe held at any time and place, within or without the State of Delaware,\ndesignated in a call by the Chairman of the Board, Vice Chairman of the Board,\ntwo or more directors, President or the Secretary.\n\n          2.9  Notice of Special Meetings.  Notice of any special meeting of\n               --------------------------                                   \ndirectors shall be given to each director by the Secretary or by the officer or\none of the directors\n\n                                      5.\n\n \ncalling the meeting.  Notice shall be given to each director in person, by\ntelephone, by facsimile transmission or by telegram sent to his business or home\naddress at least 48 hours in advance of the meeting, or by written notice mailed\nto his business or home address at least 72 hours in advance of the meeting.  A\nnotice or waiver of notice of a meeting of the Board of Directors need not\nspecify the purposes of the meeting.\n\n          2.10  Meetings by Telephone Conference Calls.  Directors or any\n                --------------------------------------                   \nmembers of any committee designated by the directors may participate in a\nmeeting of the Board of Directors or such committee by means of conference\ntelephone or similar communications equipment by means of which all persons\nparticipating in the meeting can hear each other, and participation by such\nmeans shall constitute presence in person at such meeting.\n\n          2.11  Quorum.  A majority of the number of directors fixed pursuant to\n                ------                                                          \nSection 2.2 shall constitute a quorum at all meetings of the Board of Directors.\nIn the event one or more of the directors shall be disqualified to vote at any\nmeeting, then the required quorum shall be reduced by one for each such director\nso disqualified; provided, however, that in no case shall less than one-third\n(1\/3) of the number so fixed constitute a quorum.  In the absence of a quorum at\nany such meeting, a majority of the directors present may adjourn the meeting\nfrom time to time without further notice other than announcement at the meeting,\nuntil a quorum shall be present.\n\n          2.12  Action at Meeting.  At any meeting of the Board of Directors at\n                -----------------                                              \nwhich a quorum is present, the vote of a majority of those present shall be\nsufficient to take any action, unless a different vote is specified by law, the\nCertificate of Incorporation or these Bylaws.\n\n          2.13  Action by Consent.  Any action required or permitted to be taken\n                -----------------                                               \nat any meeting of the Board of Directors or of any committee of the Board of\nDirectors may be taken without a meeting, if all members of the Board of\nDirectors or committee, as the case may be, consent to the action in writing,\nand the written consents are filed with the minutes of proceedings of the Board\nof Directors or committee.\n\n          2.14  Committees.  The Board of Directors may, by resolution passed by\n                ----------                                                      \na majority of the whole Board of Directors, designate one or more committees,\neach committee to consist of one or more of the directors of the corporation.\nThe Board of Directors may designate one or more directors as alternate members\nof any committee, who may replace any absent or disqualified member at any\nmeeting of the committee.  In the absence or disqualification of a member of a\ncommittee, the member or members of the committee present at any meeting and not\ndisqualified from voting, whether or not he or they constitute a quorum, may\nunanimously appoint another member of the Board of Directors to act at the\nmeeting in the place of any such absent or disqualified member.  Any such\ncommittee, to the extent provided in the resolution of the Board of Directors\nand subject to the provisions of the General Corporation Law of Delaware, shall\nhave and may exercise all the powers and authority of the Board of Directors in\nthe management of the\n\n                                      6.\n\n \nbusiness and affairs of the corporation and may authorize the seal of the\ncorporation to be affixed to all papers which may require it.  Each such\ncommittee shall keep minutes and make such reports as the Board of Directors may\nfrom time to time request.  Except as the Board of Directors may otherwise\ndetermine, any committee may make rules for the conduct of its business, but\nunless otherwise provided by the directors or in such rules, its business shall\nbe conducted as nearly as possible in the same manner as is provided in these\nBylaws for the Board of Directors.\n\n          2.15  Compensation for Directors.  Directors may be paid such\n                --------------------------                             \ncompensation for their services and such reimbursement for expenses of\nattendance at meetings as the Board of Directors may from time to time\ndetermine.  No such payment shall preclude any director from serving the\ncorporation or any of its parent or subsidiary corporations in any other\ncapacity and receiving compensation for such service.\n\n\n                             ARTICLE 3 - OFFICERS\n                             --------------------\n\n          3.1  Enumeration.  The officers of the corporation shall consist of a\n               -----------                                                     \nPresident, a Secretary, a Treasurer and such other officers with such other\ntitles as the Board of Directors shall determine, including a Chairman of the\nBoard, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant\nTreasurers, and Assistant Secretaries.  The Board of Directors may appoint such\nother officers as it may deem appropriate.\n\n          3.2  Election.  The President, Treasurer and Secretary shall be\n               --------                                                  \nelected by the Board of Directors at its first meeting following the annual\nmeeting of stockholders.  Other officers may be appointed by the Board of\nDirectors at such meeting or at any other meeting.\n\n          3.3  Qualification.  The Chairman must be an officer of the\n               -------------                                         \ncorporation.  The President need not be a director.  No officer need be a\nstockholder.  Any two or more offices may be held by the same person.\n\n          3.4  Tenure.  Except as otherwise provided by law, by the Certificate\n               ------                                                          \nof Incorporation or by these Bylaws, each officer shall hold office until his\nsuccessor is elected and qualified, unless a different term is specified in the\nvote choosing or appointing him, or until his earlier death, resignation or\nremoval.\n\n          3.5  Resignation and Removal.  Any officer may resign by delivering\n               -----------------------                                       \nhis written resignation to the corporation at its principal office or to the\nPresident or Secretary.  Such resignation shall be effective upon receipt unless\nit is specified to be effective at some other time or upon the happening of some\nother event.\n\n                                      7.\n\n \n               The Board of Directors, or a committee duly authorized to do so, \nmay remove any officer with or without cause. Except as the Board of Directors\nmay otherwise determine, no officer who resigns or is removed shall have any\nright to any compensation as an officer for any period following his resignation\nor removal, or any right to damages on account of such removal, whether his\ncompensation be by the month or by the year or otherwise, unless such\ncompensation is expressly provided in a duly authorized written agreement with\nthe corporation.\n\n          3.6  Vacancies.  The Board of Directors may fill any vacancy occurring\n               ---------                                                        \nin any office for any reason and may, in its discretion, leave unfilled for such\nperiod as it may determine any offices other than those of President, Treasurer\nand Secretary.  Each such successor shall hold office for the unexpired term of\nhis predecessor and until his successor is elected and qualified, or until his\nearlier death, resignation or removal.\n\n          3.7  Chairman of the Board and Vice Chairman of the Board.  If the\n               ----------------------------------------------------         \nBoard of Directors appoints a Chairman of the Board, he shall, when present,\npreside at all meetings of the Board of Directors.  He shall perform such duties\nand possess such powers as are usually vested in the office of the Chairman of\nthe Board or as may be vested in him by the Board of Directors.  If the Board of\nDirectors appoints a Vice Chairman of the Board, he shall, in the absence or\ndisability of the Chairman of the Board, perform the duties and exercise the\npowers of the Chairman of the Board and shall perform such other duties and\npossess such other powers as may from time to time be vested in him by the Board\nof Directors.\n\n          3.8  President.  The President shall be the chief operating officer of\n               ---------                                                        \nthe corporation.  He shall also be the chief executive officer of the\ncorporation unless such title is assigned to a Chairman of the Board.  The\nPresident shall, subject to the direction of the Board of Directors, have\ngeneral supervision and control of the business of the corporation.  Unless\notherwise provided by the directors, he shall preside at all meetings of the\nstockholders and of the Board of Directors (except as provided in Section 3.7\nabove).  The President shall perform such other duties and shall have such other\npowers as the Board of Directors may from time to time prescribe.\n\n          3.9  Vice Presidents.  Any Vice President shall perform such duties\n               ---------------                                               \nand possess such powers as the Board of Directors or the President may from time\nto time prescribe.  In the event of the absence, inability or refusal to act of\nthe President, the Vice President (or if there shall be more than one, the Vice\nPresidents in the order determined by the Board of Directors) shall perform the\nduties of the President and when so performing shall have all the powers of and\nbe subject to all the restrictions upon the President.  The Board of Directors\nmay assign to any Vice President the title of Executive Vice President, Senior\nVice President or any other title selected by the Board of Directors.\n\n          3.10  Secretary and Assistant Secretary.  The Secretary shall perform\n                ---------------------------------                              \nsuch duties and shall have such powers as the Board of Directors or the\nPresident may from time\n\n                                      8.\n\n \nto time prescribe.  In addition, the Secretary shall perform such duties and\nhave such powers as are incident to the office of the secretary, including\nwithout limitation the duty and power to give notices of all meetings of\nstockholders and special meetings of the Board of Directors, to attend all\nmeetings of stockholders and the Board of Directors and keep a record of the\nproceedings, to maintain a stock ledger and prepare lists of stockholders and\ntheir addresses as required, to be custodian of corporate records and the\ncorporate seal and to affix and attest to the same on documents.\n\n                Any Assistant Secretary shall perform such duties and possess\nsuch powers as the Board of Directors, the President or the Secretary may from\ntime to time prescribe. In the event of the absence, inability or refusal to act\nof the Secretary, the Assistant Secretary (or if there shall be more than one,\nthe Assistant Secretaries in the order determined by the Board of Directors)\nshall perform the duties and exercise the powers of the Secretary.\n\n                In the absence of the Secretary or any Assistant Secretary at\nany meeting of stockholders or directors, the person presiding at the meeting\nshall designate a temporary secretary to keep a record of the meeting.\n\n          3.11  Treasurer and Assistant Treasurer.  The Treasurer shall be the\n                ---------------------------------                             \nchief financial officer and the chief accounting officer of the corporation.\nThe Treasurer shall perform such duties and shall have such powers as may from\ntime to time be assigned to him by the Board of Directors or the President.  In\naddition, the Treasurer shall perform such duties and have such powers as are\nincident to the office of treasurer, including without limitation the duty and\npower to keep and be responsible for all funds and securities of the\ncorporation, to deposit funds of the corporation in depositories selected in\naccordance with these Bylaws, to disburse such funds as ordered by the Board of\nDirectors, to make proper accounts of such funds, and to render as required by\nthe Board of Directors statements of all such transactions and of the financial\ncondition of the corporation.\n\n                Any Assistant Treasurers shall perform such duties and possess\nsuch powers as the Board of Directors, the President or the Treasurer may from\ntime to time prescribe. In the event of the absence, inability or refusal to act\nof the Treasurer, the Assistant Treasurer (or if there shall be more than one,\nthe Assistant Treasurers in the order determined by the Board of Directors)\nshall perform the duties and exercise the powers of the Treasurer.\n\n          3.12  Bonded Officers.  The Board of Directors may require any officer\n                ---------------                                                 \nto give the corporation a bond in such sum and with such surety or sureties as\nshall be satisfactory to the Board of Directors upon such terms and conditions\nas the Board of Directors may specify, including without limitation a bond for\nthe faithful performance of his duties and for the restoration to the\ncorporation of all property in his possession or under his control belonging to\nthe corporation.\n\n                                      9.\n\n \n          3.13  Salaries.  Officers of the corporation shall be entitled to such\n                --------                                                        \nsalaries, compensation or reimbursement as shall be fixed or allowed from time\nto time by the Board of Directors.\n\n\n                                 ARTICLE 4 - CAPITAL STOCK\n                                 -------------------------\n\n          4.1  Issuance of Stock.  Unless otherwise voted by the stockholders\n               -----------------                                             \nand subject to the provisions of the Certificate of Incorporation, the whole or\nany part of any unissued balance of the authorized capital stock of the\ncorporation held in its treasury may be issued, sold, transferred or otherwise\ndisposed of by vote of the Board of Directors in such manner, for such\nconsideration and on such terms as the Board of Directors may determine.\n\n          4.2  Certificates of Stock.  Every holder of stock of the corporation\n               ---------------------                                           \nshall be entitled to have a certificate, in such form as may be prescribed by\nlaw and by the Board of Directors, certifying the number and class of shares\nowned by him in the corporation.  Each such certificate shall be signed by, or\nin the name of the corporation by, the Chairman or Vice Chairman, if any, of the\nBoard of Directors, or the President or a Vice President, and by the Treasurer\nor an Assistant Treasurer, or the Secretary or an Assistant Secretary of the\ncorporation.  Any or all of the signatures on the certificate may be a\nfacsimile.\n\n          Each certificate for shares of stock which are subject to any\nrestriction on transfer pursuant to the Certificate of Incorporation, the\nBylaws, applicable securities laws or any agreement among any number of\nstockholders or among such holders and the corporation shall have conspicuously\nnoted on the face or back of the certificate either the full text of the\nrestriction or a statement of the existence of such restriction.\n\n          4.3  Transfers.  Subject to the restrictions, if any, stated or noted\n               ---------                                                       \non the stock certificates, shares of stock may be transferred on the books of\nthe corporation by the surrender to the corporation or its transfer agent of the\ncertificate representing such shares properly endorsed or accompanied by a\nwritten assignment or power of attorney properly executed, and with such proof\nof authority or the authenticity of signature as the corporation or its transfer\nagent may reasonably require.  Except as may be otherwise required by law, by\nthe Certificate of Incorporation or by these Bylaws, the corporation shall be\nentitled to treat the record holder of stock as shown on its books as the owner\nof such stock for all purposes, including the payment of dividends and the right\nto vote with respect to such stock, regardless of any transfer, pledge or other\ndisposition of such stock until the shares have been transferred on the books of\nthe corporation in accordance with the requirements of these Bylaws.\n\n          4.4  Lost, Stolen or Destroyed Certificates.  The corporation may\n               --------------------------------------                      \nissue a new certificate of stock in place of any previously issued certificate\nalleged to have been lost, stolen, or destroyed, upon such terms and conditions\nas the Board of Directors may\n\n                                      10.\n\n \nprescribe, including the presentation of reasonable evidence of such loss, theft\nor destruction and the giving of such indemnity as the Board of Directors may\nrequire for the protection of the corporation or any transfer agent or\nregistrar.\n\n          4.5  Record Date.  The Board of Directors may fix in advance a date as\n               -----------                                                      \na record date for the determination of the stockholders entitled to notice of or\nto vote at any meeting of stockholders or to express consent (or dissent) to\ncorporate action in writing without a meeting, or entitled to receive payment of\nany dividend or other distribution or allotment of any rights in respect of any\nchange, conversion or exchange of stock, or for the purpose of any other lawful\naction.  Such record date shall not be more than 60 nor less than 10 days before\nthe date of such meeting, nor more than 60 days prior to any other action to\nwhich such record date relates.\n\n               If no record date is fixed, the record date for determining\nstockholders entitled to notice of or to vote at a meeting of stockholders shall\nbe the close of business on the day before the day on which notice is given, or,\nif notice is waived, at the close of business on the day before the day on which\nthe meeting is held.  The record date for determining stockholders entitled to\nexpress consent to corporate action in writing without a meeting, when no prior\naction by the Board of Directors is necessary, shall be the day on which the\nfirst written consent is expressed.  The record date for determining\nstockholders for any other purpose shall be at the close of business on the day\non which the Board of Directors adopts the resolution relating to such purpose.\n\n               A determination of stockholders of record entitled to notice of \nor to vote at a meeting of stockholders shall apply to any adjournment of the\nmeeting; provided, however, that the Board of Directors may fix a new record\ndate for the adjourned meeting.\n\n\n                          ARTICLE 5 - INDEMNIFICATION\n                          ---------------------------\n\n          The corporation shall, to the fullest extent permitted by Section 145\nof the General Corporation Law of Delaware, as that Section may be amended and\nsupplemented from time to time, indemnify any director or officer which it shall\nhave power to indemnify under the Section against any expenses, liabilities or\nother matters referred to in or covered by that Section.  The indemnification\nprovided for in this Article: (i) shall not be deemed exclusive of any other\nrights to which those indemnified may be entitled under any bylaw, agreement or\nvote of stockholders or disinterested directors or otherwise, both as to action\nin their official capacities and as to action in another capacity while holding\nsuch office; (ii) shall continue as to a person who has ceased to be a director\nor officer; and (iii) shall inure to the benefit of the heirs, executors and\nadministrators of such a person.  The corporation's obligation to provide\nindemnification under this Article shall be offset to the extent of any other\nsource of indemnification or any otherwise applicable insurance coverage under a\npolicy maintained by the corporation or any other person.\n\n                                      11.\n\n \n          Expenses incurred by a director of the corporation in defending a\ncivil or criminal action, suit or proceeding by reason of the fact that he is or\nwas a director of the corporation (or was serving at the corporation's request\nas a director or officer of another corporation) shall be paid by the\ncorporation in advance of the final disposition of such action, suit or\nproceeding upon receipt of an undertaking by or on behalf of such director to\nrepay such amount if it shall ultimately be determined that he is not entitled\nto be indemnified by the corporation as authorized by relevant sections of the\nGeneral Corpora tion Law of Delaware.\n\n          To assure indemnification under this Article of all such persons who\nare determined by the corporation or otherwise to be or to have been\n``fiduciaries'' of any employee benefit plan of the corporation which may exist\nfrom time to time, such Sec tion 145 shall, for the purposes of this Article, be\ninterpreted as follows:  an ``other enterprise'' shall be deemed to include such\nan employee benefit plan, including, without limitation, any plan of the\ncorporation which is governed by the Act of Congress entitled ``Employee\nRetirement Income Security Act of 1974,'' as amended from time to time; the\ncorporation shall be deemed to have requested a person to serve an employee\nbenefit plan where the performance by such person of his duties to the\ncorporation also imposes duties on, or otherwise involves services by, such\nperson to the plan or participants or beneficiaries of the plan; excise taxes\nassessed on a person with respect to an employee benefit plan pursuant to such\nAct of Congress shall be deemed ``fines''; and action taken or omitted by a\nperson with respect to an employee benefit plan in the performance of such\nperson's duties for a purpose reasonably believed by such person to be in the\ninterest of the participants and beneficiaries of the plan shall be deemed to be\nfor a purpose which is not opposed to the best interests of the corporation.\n\n\n                         ARTICLE 6 - GENERAL PROVISIONS\n                         ------------------------------\n\n          6.1  Fiscal Year.  Except as from time to time otherwise designated by\n               -----------                                                      \nthe Board of Directors, the fiscal year of the corporation shall end on\nSeptember 30.\n\n          6.2  Corporate Seal.  The corporate seal shall be in such form as\n               --------------                                              \nshall be approved by the Board of Directors.\n\n          6.3  Execution of Instruments.  The President, the Chief Executive\n               ------------------------                                     \nOfficer, any Vice President, the Secretary or the Treasurer shall have power to\nexecute and deliver on behalf and in the name of the corporation any instrument\nrequiring the signature of an officer of the corporation, except as otherwise\nprovided in these Bylaws, or where the execution and delivery of such an\ninstrument shall be expressly delegated by the Board of Directors to some other\nofficer or agent of the corporation.\n\n          6.4  Waiver of Notice.  Whenever any notice whatsoever is required to\n               ----------------                                                \nbe given by law, by the Certificate of Incorporation or by these Bylaws, a\nwaiver of such notice\n\n                                      12.\n\n \neither in writing signed by the person entitled to such notice or such person's\nduly authorized attorney, or by telegraph, cable or any other available method,\nwhether before, at or after the time stated in such waiver, or the appearance of\nsuch person or persons at such meeting in person or by proxy, shall be deemed\nequivalent to such notice.\n\n          6.5  Voting of Securities.  Except as the directors may otherwise\n               --------------------                                        \ndesignate, the President, the Chief Executive Officer, any Vice President, the\nSecretary or Treasurer may waive notice of, and act as, or appoint any person or\npersons to act as, proxy or attorney-in-fact for this corporation (with or\nwithout power of substitution) at, any meeting of stockholders or shareholders\nof any other corporation or organization, the securities of which may be held by\nthis corporation.\n\n          6.6  Evidence of Authority.  A certificate by the Secretary, or an\n               ---------------------                                        \nAssistant Secretary, or a temporary Secretary, as to any action taken by the\nstockholders, directors, a committee or any officer or representative of the\ncorporation shall as to all persons who rely on the certificate in good faith be\nconclusive evidence of such action.\n\n          6.7  Certificate of Incorporation.  All references in these Bylaws to\n               ----------------------------                                    \nthe Certificate of Incorporation shall be deemed to refer to the Certificate of\nIncorporation of the corporation, as amended and in effect from time to time.\nThese Bylaws are subject to the provisions of the Certificate of Incorporation\nand applicable law.\n\n          6.8  Transactions with Interested Parties.  No contract or transaction\n               ------------------------------------                             \nbetween the corporation and one or more of the directors or officers, or between\nthe corporation and any other corporation, partnership, association, or other\norganization in which one or more of the directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the director or officer is present at or\nparticipates in the meeting of the Board of Directors or a committee of the\nBoard of Directors which authorizes the contract or transaction or solely\nbecause his or their votes are counted for such purpose, if:\n\n               (a)  The material facts as to his relationship or interest and \nas to the contract or transaction are disclosed or are known to the Board of\nDirectors or the committee, and the Board of Directors or committee in good\nfaith authorizes the contract or transaction by the affirmative votes of a\nmajority of the disinterested directors, even though the disinterested directors\nbe less than a quorum;\n\n               (b)  The material facts as to his relationship or interest and \nas to the contract or transaction are disclosed or are known to the stockholders\nentitled to vote thereon, and the contract or transaction is specifically\napproved in good faith by vote of the stockholders; or\n\n                                      13.\n\n \n               (c) The contract or transaction is fair as to the corporation as\nof the time it is authorized, approved or ratified, by the Board of Directors, a\ncommittee of the Board of Directors, or the stockholders.\n\n               Common or interested directors may be counted in determining the\npresence of a quorum at a meeting of the Board of Directors or of a committee\nwhich authorizes the contract or transaction.\n\n          6.9  Severability.  Any determination that any provision of these\n               ------------                                                \nBylaws is for any reason inapplicable, illegal or ineffective shall not affect\nor invalidate any other provision of these Bylaws.\n\n          6.10  Pronouns.  All pronouns used in these Bylaws shall be deemed to\n                --------                                                       \nrefer to the masculine, feminine or neuter, singular or plural, as the identity\nof the person or persons may require.\n\n\n                            ARTICLE 7 - AMENDMENTS\n                            ----------------------\n\n          7.1  By the Board of Directors.  Subject to the provisions of the\n               -------------------------                                   \nCertificate of Incorporation, these Bylaws may be altered, amended or repealed\nor new Bylaws may be adopted by the affirmative vote of a majority of the\ndirectors present at any regular or special meeting of the Board of Directors at\nwhich a quorum is present.\n\n          7.2  By the Stockholders.  Subject to the provisions of the\n               -------------------                                   \nCertificate of Incorporation, these Bylaws may be altered, amended or repealed\nor new Bylaws may be adopted by the affirmative vote of the holders of at least\n66-2\/3% of the shares of the capital stock of the corporation issued and\noutstanding and entitled to vote at any regular meeting of stockholders, or at\nany special meeting of stockholders, provided notice of such alteration,\namendment, repeal or adoption of new bylaws shall have been stated in the notice\nof such special meeting.\n\n                                      14.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7386],"corporate_contracts_industries":[],"corporate_contracts_types":[9573],"class_list":["post-41514","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-e-trade-group-inc","corporate_contracts_types-formation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41514","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41514"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41514"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41514"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41514"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}