Bylaws of Cactus New Media I, Inc.
ARTICLE I. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors.
The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.
Directors must be natural persons who are at least 18 years of age but need not be shareholders of the
Corporation. Residents of any state may be directors.
Section 2. Compensation. The shareholders shall have authority to fix the compensation of directors. Unless
specifically authorized by a resolution of the shareholders, the directors shall serve in such capacity without
Section 3. Presumption of Assent. A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the
holding of the meeting, or if the director votes against the action taken or abstains from voting because of an
asserted conflict of interest.
Section 4. Number. The Corporation shall have at least the minimum number of directors required by law. The
number of the directors may be increased or decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders, the shareholders shall elect directors to
hold office until the next annual meeting or until their earlier resignation, removal from office or death. Directors
shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an
increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors. A di