Bylaws - Microsoft Corp.


                                    BYLAWS

                                      OF

                             MICROSOFT CORPORATION


                                   ARTICLE I

                                 Shareholders

     1.1  Annual Meeting. The annual meeting of the shareholders of the
Corporation for the election of Directors and for the transaction of such other
business as properly may be submitted to such annual meeting, shall be held at
the hour and on the date designated by the Board of Directors or an authorized
committee of the Board of Directors, such date to be within 150 days of the end
of the fiscal year.

     1.2  Special Meetings. Special meetings of the shareholders of the
Corporation, for any purpose or purposes, may be called at any time by the Board
of Directors or an authorized committee of the Board of Directors.

     1.3  Place of Meetings. Meetings of shareholders shall be held at such
place within or without the State of Washington as determined by the Board of
Directors, or an authorized committee, pursuant to proper notice.

     1.4  Notice. Written notice of each shareholders' meeting stating the date,
time, and place and, in case of a special meeting, the purpose(s) for which such
meeting is called, shall be given by the Corporation not less than ten (10)
(unless a greater period of notice is required by law in a particular case) nor
more than sixty (60) days prior to the date of the meeting, to each shareholder
of record, to the shareholder's address as it appears on the current record of
shareholders of the Corporation.

     1.5  Quorum of Shareholders. At any meeting of the shareholders, a majority
in interest of all the shares entitled to vote on a matter, represented by
shareholders of record in person or by proxy, shall constitute a quorum of that
voting group for action on that matter.

     Once a share is represented at a meeting, other than to object to holding
the meeting or transacting business, it is deemed to be present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting. At
such reconvened meeting, any business may be transacted that might have been
transacted at the meeting as originally notified.

     If a quorum exists, action on a matter is approved by a voting group if the
votes cast within the voting group favoring the action exceed the votes cast
within the voting group opposing the action, unless the question is one upon
which by express provision of the Washington Business Corporation Act, as
amended ("WBCA"), or of the Articles of Incorporation or of these Bylaws a
different vote is required.

 
     1.6  Adjournment. A majority of the shares represented at the meeting, even
if less than a quorum, may adjourn the meeting from time to time. At such
reconvened meeting at which a quorum is present any business may be transacted
at the meeting as originally notified. If a meeting is adjourned to a different
date, time, or place, notice need not be given of the new date, time, or place
if a new date, time, or place is announced at the meeting before adjournment;
however, if a new record date for the adjourned meeting is or must be fixed in
accordance with the WBCA, notice of the adjourned meeting must be given to
persons who are shareholders as of the new record date.

     1.7  Record Date and Transfer Books. For the purpose of determining
shareholders who are entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for any
such determination of shareholders, such date in any case to be not more than
seventy (70) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.

     If no record date is fixed for such purposes, the date on which notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned more than one hundred
twenty (120) days after the date is fixed for the original meeting.

     1.8  Voting Record. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make at least ten (10) days
before each meeting of shareholders a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged by any
applicable voting groups and in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder or any shareholder's agent during the whole time of the meeting for
the purposes thereof.

     1.9  Proxies. Shareholders of record may vote at any meeting either in
person or by proxy. A shareholder may appoint a proxy to vote for the
shareholder by submission of (i) an appointment form signed by the shareholder
or the shareholder's attorney-in-fact, or (ii) an electronic transmission which
contains or is accompanied by information from which it can be reasonably
verified that the transmission was authorized by the shareholder or by the
shareholder's attorney-in-fact. As used in this Section 1.9, "electronic
transmission" means any process of communication not directly involving the
physical transfer of paper that is suitable for the retention, retrieval, and
reproduction of information by the recipient. An appointment of proxy is
effective when an appointment form or an electronic transmission (or documentary
evidence thereof, including verification information) is received by the person
authorized to tabulate votes for the Corporation. The proxy has the same power
to vote as that possessed by the shareholder, unless the appointment form or
electronic transmission contains an express limitation on the power to vote or
direction as to how to vote the shares on a particular matter, in which event
the Corporation must tabulate the votes in a manner consistent with that
limitation 

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or direction. An appointment of proxy is valid for eleven (11) months unless a
longer period is expressly provided in the appointment form or electronic
transmission.

     1.10 Organization of Meeting. The officer designated by the Board of
Directors as Chief Executive Officer (or in his absence, any other officer
designated by the Board of Directors) may call any meeting of shareholders to
order and shall be the Chairman thereof. The Secretary of the Corporation, if
present at any meeting of its shareholders, shall act as the Secretary of such
meeting. If the Secretary is absent from any such meeting, the Chairman of such
meeting may appoint a Secretary for the meeting.

     1.11 Order of Business. The Chairman of a meeting of shareholders,
determined in accordance with Section 1.10, shall have discretion to establish
the order of business for such meeting subject to any specific order established
by the Board of Directors.

                                  ARTICLE II

                              Board of Directors

     2.1  Number and Qualifications. The business affairs and property of the
Corporation shall be managed by a Board of not less than three directors nor
more than eleven directors. The number of directors may at any time be increased
or decreased by resolution of the Board of Directors or by the shareholders at
the annual meeting. Directors need not be shareholders of the Corporation or
residents of the state of Washington.

     2.2  Election - Term of Office. The directors shall be elected by the
shareholders at each annual shareholders' meeting to hold office until the next
annual meeting of the shareholders and until their respective successors are
elected and qualified. If, for any reason, the directors shall not have been
elected at any annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these Bylaws.

     2.3  Regular Meetings. Regular meetings of the Board of Directors shall be
held at such places, and at such times as the Board may determine, and, if so
determined, no notice thereof need be given. A regular meeting of the Board may
be held without notice immediately after the annual meeting of shareholders at
the same place at which such meeting was held.

     2.4  Special Meetings. Special meetings of the Board of Directors may be
held at any time or place upon the call of a majority of directors, the Chief
Executive Officer or the Chief Operating Officer by oral or written notice,
given or mailed to each director not less than two (2) days before such meeting.

     2.5  Notice. No notice is required for regular meetings of the Board of
Directors. Notice of special meetings of the Board of Directors, stating the
date, time, and place thereof, shall be given at least two (2) days prior to the
date of the meeting. The purpose of the meeting need not be given in the notice.
Such notice may be oral or written. Written notice may be transmitted by: mail;
private carrier; personal delivery; telegraph or teletype; electronic mail;
telephone, or wire or wireless device that transmits a facsimile of the notice.
Written notice is effective at the earliest of the following: (a) when received;
(b) five (5) days after deposit in the U.S. mail if mailed with first class
postage; (c) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee.

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     2.6  Waiver of Notice. A director may waive notice of a special meeting of
the Board either before or after the meeting, and such waiver shall be deemed to
be the equivalent of giving notice. The waiver must be in writing, signed by the
director entitled to the notice and delivered to the Corporation for inclusion
in its corporate records. Attendance or participation of a director at a meeting
shall constitute waiver of notice of that meeting unless said director attends
or participates for the express purpose of objecting to the transaction of
business because the meeting has not been lawfully called or convened.

     2.7  Quorum of Directors. A majority of the members of the Board of
Directors shall constitute a quorum for the transaction of business, but if at
any meeting of the Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum shall
have been obtained. When a quorum is present at any meeting, a majority of the
members present shall decide any question brought before such meeting, except as
otherwise provided by the Articles of Incorporation or by these Bylaws.

     2.8  Adjournment. A majority of the directors present, even if less than a
quorum, may adjourn a meeting and continue it to a later time. Notice of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement, shall not be necessary. At any adjourned meeting at which a quorum
is present, any business may be transacted which could have been transacted at
the meeting as originally called.

     2.9  Resignation. Any director of the Corporation may resign at any time by
giving written notice to the Board of Directors, the Chairman, the President, or
the Secretary of the Corporation. Any such resignation is effective when the
notice is delivered, unless the notice specifies a later effective date.

     2.10 Vacancies. Unless otherwise provided by the WBCA, in case of any
vacancy in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, the remaining directors, whether
constituting a quorum or not, may fill the vacancy.

     2.11 Compensation. The Board shall have the sole authority to fix the
amount of compensation of directors.

     2.12 Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members
one or more committees, each of which:

          a.   Shall have two (2) or more members;

          b.   Shall be governed by the same rules regarding meetings, action
     without meetings, notice, and waiver of notice, and quorum and voting
     requirements as applied to the Board of Directors; and

          c.   To the extent provided in such resolution, shall have and may
     exercise all the authority of the Board of Directors, except no such
     committee shall have the authority to:

               (1)  Authorize or approve a distribution except according to a
          general formula or method prescribed by the Board of Directors;

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               (2)  Approve or propose to shareholders action which the 
          WBCA requires to be approved by shareholders;

               (3)  Fill vacancies on the Board of Directors or on any of its
          committees;

               (4)  Amend the Articles of Incorporation;

               (5)  Adopt, amend, or repeal the Bylaws;

               (6)  Approve a plan of merger not requiring shareholder approval;
          or

               (7)  Authorize or approve the issuance or sale or contract for
          sale of shares, or determine the designation and relative rights,
          preferences, and limitations on a class or series of shares, except
          that the Board of Directors may authorize a committee, or a senior
          executive officer of the Corporation, to do so within limits
          specifically prescribed by the Board of Directors.

                                  ARTICLE III

                   Special Measures Applying to Meetings of
       Shareholders, the Board of Directors and Committees of the Board

     3.1  Action by Written Consent. Any action required or permitted to be
taken at a meeting of the Board of Directors or a committee of the Board may be
accomplished without a meeting if the action is taken by all the members of the
Board or all the members of the committee, as the case may be. The action must
be evidenced by one or more written consents describing the action to be taken,
signed by all directors or all members of the committee, as the case may be, and
delivered to the Corporation for inclusion in the minutes. Directors' consents
may be signed either before or after the action taken.

     Action taken by unanimous written consent is effective when the last
director signs the consent, unless the consent specifies a later effective date.

     3.2  Use of Communications Equipment. Meetings of the shareholders, the
Board of Directors and committees of the Board may be effectuated by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at such meeting.

     3.3  Oral and Written Notice. Oral notice may be communicated in person or
by telephone, wire or wireless equipment that does not transmit a facsimile of
the notice. Oral notice is effective when communicated if communicated in a
comprehensible manner.

     Written notice may be transmitted by mail, private carrier, or personal
delivery; telegraph or teletype; or telephone, wire, or wireless equipment that
transmits a facsimile of the notice and provides the transmitter with an
electronically generated receipt. Written notice is effective at the earliest of
the following: (a) when received; (b) five (5) days after its deposit in the US.
mail if mailed with first-class postage; (c) on the date 

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shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the addressee.


                                  ARTICLE IV

                                   Officers

     4.1  Positions. The officers of the Corporation may consist of a Chairman,
a President, one or more Vice Presidents (who may be designated as Vice
Presidents, Senior Vice Presidents or Executive Vice Presidents), a Secretary
and a Treasurer as appointed by the Board of Directors or the Chief Executive
Officer. The Corporation may have such additional or assistant officers
(sometimes referred to as "additional officers") as the Board of Directors,
Chief Executive Officer or Chief Operating Officer may deem necessary for its
business and may appoint from time to time. The Board of Directors shall also
have the authority, but shall not be required, to designate officers as the
Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer or similar such titles. Any two or more offices may be held by the same
person.

     If a director/officer has not been designated as Chairman, or if the
designated Chairman is not present, the Board of Directors shall elect a
Chairman from amongst its members to serve as Chairman of the Board of
Directors. The Chairman shall preside at all meetings of the Board of Directors,
and shall have such other powers as the Board may determine.

     4.2  Appointment and Term of Office. The officers of the Corporation shall
be appointed annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If
officers are not appointed at such meeting, such appointment shall occur as soon
as possible thereafter, or may be left vacant. Each officer shall hold office
until a successor shall have been appointed and qualified or until said
officer's earlier death, resignation, or removal.

     4.3  Authority and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Corporation, shall see that all orders, actions and resolutions of the Board
of Directors are carried out, and shall have such other authority and shall
perform such other duties as set forth in these bylaws or, to the extent
consistent with the bylaws, such other authorities and duties as prescribed by
the Board of Directors.

     4.4  Authority and Duties of Other Officers. Each officer other than the
Chief Executive Officer shall have the authority and shall perform the duties
set forth in these bylaws or, to the extent consistent with the bylaws, the
duties prescribed by the Board of Directors, by the Chief Executive Officer, or
by an officer authorized by the Board of Directors to prescribe the duties of
such officer. Any designation of duties by the Chief Executive Officer or other
officer shall be subject to review by the Board of Directors but shall be in
full force and effect in the absence of such review.

     4.5  Compensation and Contract Rights. The Board of Directors shall have
authority (a) to fix the compensation, whether in the form of salary, bonus,
stock options or otherwise, of all officers and employees of the Corporation,
either specifically or by formula applicable to particular classes of officers
or employees, and (b) to authorize officers of the Corporation to fix the
compensation of subordinate employees. The Board of Directors shall have
authority to appoint a Compensation Committee and may delegate 

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to such committee any or all of its authority relating to compensation. The
appointment of an officer shall not of itself create contract rights.

     4.6  Resignation or Removal. Any officer of the Corporation may resign at
any time by giving written notice to the Board of Directors. Any such
resignation is effective when the notice is delivered, unless the notice
specifies a later date, and shall be without prejudice to the contract rights,
if any, of such officer.

     The Board of Directors, by majority vote of the entire Board, may remove
any officer or agent, with or without cause. An officer or assistant officer, if
appointed by another officer, may also be removed by any officer authorized to
appoint officers or assistant officers. The removal shall be without prejudice
to the contract rights, if any, of the person so removed.

     4.7  Vacancies. If any office becomes vacant by any reason, the directors
may appoint a successor or successors who shall hold office for the unexpired
term or leave such office vacant.

                                   ARTICLE V

                   Certificates of Shares and Their Transfer

     5.1  Issuance; Certificates of Shares. No shares of the Corporation shall
be issued unless authorized by the Board. Such authorization shall include the
maximum number of shares to be issued, the consideration to be received, and a
statement that the Board considers the consideration to be adequate. Shares may
but need not be represented by certificates. Certificates for shares of the
Corporation shall be in such form as is consistent with the provisions of the
WBCA or the law of a predecessor corporation and after the effective date of
these Bylaws shall state:

          a.   The name of the Corporation and that the Corporation is organized
     under the laws of the State of Washington;

          b.   The name of the person to whom issued; and

          c.   The number and class of shares and the designation of the series,
     if any, which such certificate represents.

     The certificate shall be signed by original or facsimile signature of two
officers of the Corporation, and the seal of the Corporation may be affixed
thereto.

     5.2  Transfer of Stock. Shares of stock represented by certificates may be
transferred by delivery of the certificate accompanied by either an assignment
in writing on the back of the certificate or by a written power of attorney to
assign and transfer the same on the books of the Corporation, signed by the
record holder of the certificate. The shares shall be transferable on the books
of the Corporation upon surrender thereof so assigned or endorsed.

     5.3  Rules and Regulations Concerning the Issue, Transfer and Registration
of Shares. The Board of Directors shall have power and authority to make all
such rules and regulations as the Board may deem proper or expedient concerning
the issue, transfer and registration of shares of stock. In case of the loss,
mutilation, or destruction of a certificate of stock, a duplicate certificate
may be issued upon such terms

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as the Board shall authorize. The Board shall have power and authority to
appoint from time to time one or more transfer agents and registrar of the
shares of stock.

     5.4  Shares without Certificates. The Board of Directors may authorize the
issue of some or all of the shares without certificates. Within a reasonable
time after the issue or transfer of shares without certificates, the corporation
shall send the shareholder a written statement of the information required on
certificates by the WBCA.

                                  ARTICLE VI

                               Books and Records

     6.1  Books of Accounts, Minutes, and Share Register. Except as otherwise
provided by law the Corporation:

          a.   Shall keep as permanent records minutes of all meetings of its
     shareholders and Board of Directors, a record of all actions taken by the
     Board of Directors without a meeting, and a record of all actions taken by
     a committee of the Board of Directors exercising the authority of the Board
     of Directors on behalf of the Corporation;

          b.   Shall maintain appropriate accounting records;
               
          c.   Or its agent shall maintain a record of its shareholders, in a
     form that permits preparation of a list of the names and addresses of all
     shareholders, in alphabetical order by class of shares showing the number
     and class of shares held by each; and

          d.   Shall keep a copy of the following records at its principal
     office:

               (1)  The Articles or Restated Articles of Incorporation and all
          amendments to them currently in effect;

               (2)  The Bylaws or Restated Bylaws and all amendments to them
          currently in effect;

               (3)  The minutes of all shareholders' meetings, and records of
          all actions taken by shareholders without a meeting, for the past
          three (3) years;

               (4)  Its financial statements for the past three (3) years,
          including balance sheets showing in reasonable detail the financial
          condition of the Corporation as of the close of each fiscal year, and
          an income statement showing the results of its operations during each
          fiscal year prepared on the basis of generally accepted accounting
          principles or, if not, prepared on a basis explained therein;

               (5)  All written communications to shareholders generally within
          the past three (3) years;

               (6)  A list of the names and business addresses of its current
          directors and officers; and

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               (7)  Its most recent annual report delivered to the Secretary of
          State of Washington.

     6.2  Copies of Resolutions. Any person dealing with the Corporation may
rely upon a copy of any of the records of the proceedings, resolutions, or votes
of the Board of Directors or shareholders, when certified by the Secretary, an
assistant secretary, or other officer authorized by the Board.

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