{"id":41392,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-bylaws8.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-bylaws8","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-and-restated-bylaws8.html","title":{"rendered":"Amended and Restated Bylaws"},"content":{"rendered":"
AMENDED AND RESTATED<\/p>\n\n\n
BYLAWS<\/p>\n\n\n
OF<\/p>\n\n\n
HEWLETT-PACKARD COMPANY
\n(A DELAWARE CORPORATION)<\/p>\n\n\n\n
ARTICLE I<\/p>\n\n\n\n
CORPORATE\nOFFICES<\/u><\/p>\n\n\n\n
1.1           REGISTERED OFFICE<\/u>. \nThe registered office of Hewlett-Packard Company (\u0093HP\u0094) will be fixed in the\nCertificate of Incorporation of HP.<\/p>\n\n\n\n
1.2           OTHER OFFICES<\/u>. \nThe Board of Directors may at any time establish branch or subordinate offices\nat any place or places where HP is qualified to do business.<\/p>\n\n\n\n
ARTICLE II<\/p>\n\n\n\n
MEETINGS OF\nSTOCKHOLDERS<\/u><\/p>\n\n\n\n
2.1           PLACE OF MEETINGS<\/u>. \nMeetings of stockholders will be held at any place within or outside the State\nof Delaware designated by the Board of Directors.  In lieu of holding a\nstockholders\u0092 meeting at a designated place, the Board of Directors, in its\nsole discretion, may determine that any stockholders\u0092 meeting may be held\nsolely by means of remote communication. \n\nIn the absence of any such designation, stockholders\u0092 meetings will be\nheld at the registered office of HP.<\/p>\n\n\n\n
2.2           ANNUAL MEETING<\/u>.<\/p>\n\n\n\n
(a)           The\nannual meeting of stockholders will be held each year on a date and at a time\ndesignated by the Board of Directors or its delegate.  At the meeting,\ndirectors will be elected, and any other proper business may be transacted.<\/p>\n\n\n\n
(b)           At\nan annual meeting of the stockholders, only such business will be conducted as\nwill have been properly brought before the meeting.  To be properly\nbrought before an annual meeting, business must be: (i) specified in the\nnotice of meeting (or any supplement thereto) given by or at the direction of\nthe Board of Directors, (ii) otherwise properly brought before the meeting\nby or at the direction of the Board of Directors, or (iii) otherwise\nproperly brought before the meeting by a stockholder of record at the time of\ngiving notice provided for in these Bylaws, who is entitled to vote at the\nmeeting and who complies with the notice procedures set forth in this Section 2.2.<\/p>\n\n\n\n
(c)           For\nbusiness to be properly brought before an annual meeting by a stockholder, the\nstockholder must have given timely notice thereof in writing to the secretary of\nHP.  To be timely, a stockholder\u0092s notice\nmust be delivered to or mailed and received at the principal executive offices\nof HP (A) not later than the close of business on the ninetieth (90th) day\nnor earlier than the close of business on the one hundred twentieth (120th) day\nprior to the first anniversary of the preceding year\u0092s annual meeting, or (B) not\nless than the later of the close of business on the forty-fifth (45th) day nor\nearlier than the close of business on the seventy-fifth (75th) day prior to the\nfirst anniversary of the date on which HP first sent or gave its proxy\nstatement to stockholders for the preceding year\u0092s annual meeting, whichever\nperiod described in clause (A) or (B) of this sentence first\noccurs; provided, however, that in the event that no annual meeting was held in\nthe previous year or the date of the annual meeting is more than thirty (30)\ndays before or more than sixty (60) days after the anniversary date of the\nprevious year\u0092s annual meeting, notice by the stockholder to be timely must be\nso received not earlier than the close of business on the one hundred twentieth\n(120th) day prior to the annual meeting and not later than the close of\nbusiness on the later of (x) the ninetieth (90th) day prior to the annual\nmeeting and (y) the tenth (10) day following the date on which public\nannouncement of the date of such meeting is first made.  For purposes of\nthis Section 2.2, a \u0093public announcement\u0094 will mean disclosure in a press\nrelease reported by the Dow Jones News Service, Associated Press or a\ncomparable national news service or in a document publicly filed by HP with the\nSecurities and Exchange Commission, or in a notice pursuant to the applicable rules of\nan exchange on which the securities of HP are listed.  In no event will\nthe public announcement of an adjournment of a stockholders meeting commence a\nnew time period for the giving of a stockholder\u0092s notice as described above.<\/p>\n\n\n\n
(d)           A\nstockholder\u0092s notice to the secretary will set forth as to each matter the\nstockholder proposes to bring before the annual meeting: (1) 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, (2) the\nname and address, as they appear on HP\u0092s books, of the stockholder proposing\nsuch business, (3) the class and number of shares of HP which are owned by\nthe stockholder, including shares beneficially owned and shares held of record,\n(4) any material interest of the stockholder in such business, and (5) any\nother information that is required to be provided by the stockholder pursuant\nto Regulation 14A under the Securities Exchange Act of 1934, as amended\n(the \u00931934 Act\u0094), in his or her capacity as a proponent of a stockholder\nproposal.<\/p>\n\n\n\n
Notwithstanding the foregoing, in order to\ninclude information with respect to a stockholder proposal in the proxy\nstatement and form of proxy for an annual meeting, stockholders must provide\nnotice as required by the regulations promulgated under the 1934 Act. \n  Notwithstanding anything in these Bylaws to the contrary, no business\nwill be conducted at any annual meeting except in accordance with the\nprocedures set forth in this Section 2.2.  The chairman of the annual\nmeeting may determine and declare, if the facts warrant, at the meeting that\nbusiness was not properly brought before the meeting and in accordance with the\nprovisions of this Section 2.2, and, if he or she should so determine, he\nor she will so declare at the meeting that any such business not properly\nbrought before the meeting will not be transacted.<\/p>\n\n\n\n
(e)           Only\npersons who are nominated in accordance with the procedures set forth in this\nparagraph (e) will be eligible for election as directors. \n\nNominations of persons for election to the Board of Directors of HP may be made\nat an annual meeting of stockholders by or at the<\/p>\n\n\n\n
2<\/p>\n\n
direction of the Board of\nDirectors or by any stockholder of record of HP at the time of giving notice\nprovided for in these Bylaws, who is entitled to vote in the election of\ndirectors at the annual meeting and who complies with the notice procedures set\nforth in this Section 2.2.<\/p>\n\n\n\n
(f)            Such\nnominations, other than those made by or at the direction of the Board of\nDirectors, will be made pursuant to timely notice in writing to the secretary\nof HP in accordance with the provisions of paragraph (c) of this Section 2.2. \n\nSuch stockholder\u0092s notice will set forth (i) as to each person, if any,\nwhom the stockholder proposes to nominate for election or re-election as a\ndirector:  (A) the name, age,\nbusiness address and residence address of such person, (B) the principal\noccupation or employment of such person, (C) the class and number of\nshares of HP which are owned by such person, and including shares beneficially\nowned and shares held of record, (D) a description of all arrangements or\nunderstandings between the stockholder and each nominee and any other person or\npersons (naming such person or persons) pursuant to which the nominations are\nto be made by the stockholder, and (E) any other information relating to\nsuch person that is required to be disclosed in solicitations of proxies for\nelections of directors, or is otherwise required, in each case pursuant to\nRegulation 14A under the 1934 Act (including without limitation such\nperson\u0092s written consent to being named in the proxy statement, if any, as a\nnominee and to serving as a director if elected); (ii) as to such\nstockholder giving notice, the information required to be provided pursuant to\nparagraph (d) of this Section 2.2; and (iii) a written\nstatement executed by such nominee acknowledging that, as a director of such\ncorporation, such person will owe a fiduciary duty, under the General\nCorporation Law of the State of Delaware, exclusively to HP and its\nstockholders.  At the request of the Board of Directors or the chairman of\nthe Board of Directors, any person nominated by a stockholder for election as a\ndirector will furnish to the secretary of HP that information required to be\nset forth in the stockholder\u0092s notice of nomination which pertains to the\nnominee.  No person will be eligible for election as a director of HP\nunless nominated in accordance with the procedures set forth in this\nparagraph (f).<\/p>\n\n\n\n
(g)           The\nchairman of the meeting may determine and declare, if the facts warrant, at the\nmeeting that a nomination was not made in accordance with the procedures\nprescribed by these Bylaws, and in such event the defective nomination will be\ndisregarded.<\/p>\n\n\n\n
2.3           SPECIAL MEETING<\/u>. \nA special meeting of the stockholders may be called at any time by the Board of\nDirectors, or by any of the following persons with the concurrence of a\nmajority of the Board of Directors: the chairman of the Board of\nDirectors,  or the chief executive\nofficer or the secretary, but such special meetings may not be called by any\nother person or persons except as provided in Section 3.4 below. \n\nOnly such business will be considered at a special meeting of stockholders as\nwill have been stated in the notice for such meeting.<\/p>\n\n\n\n
2.4           ORGANIZATION<\/u>. \nMeetings of stockholders shall be presided over by the chairman of the Board of\nDirectors, if any, or in his or her absence by a person designated by the Board\nof Directors, or, in the absence of a person so designated by the Board of\nDirectors, by the chief executive officer, or in his or her absence by the\nchief financial officer, or in his or her absence by the secretary, if any, or\nin his or her absence by a chairman chosen at the meeting by the vote of a\nmajority in interest of the stockholders present in person or represented by\nproxy and<\/p>\n\n\n\n
3<\/p>\n\n\n\n\n
entitled to vote thereat. \nThe secretary, or in his or her absence, an assistant secretary, or, in the\nabsence of the secretary and all assistant secretaries, a person whom the\nchairman of the meeting will appoint will act as secretary of the meeting and\nkeep a record of the proceedings thereof.<\/p>\n\n\n\n
The Board of Directors of HP will be entitled\nto make such rules or regulations for the conduct of meetings of\nstockholders as it will deem necessary, appropriate or convenient. \nSubject to such rules and regulations of the Board of Directors, if any,\nthe chairman of the meeting will have the right and authority to prescribe such\nrules, regulations and procedures and to do all such acts as, in the judgment\nof such chairman, are necessary, appropriate or convenient for the proper\nconduct of the meeting, including, without limitation, establishing an agenda\nor order of business for the meeting, rules and procedures for maintaining\norder at the meeting and the safety of those present, limitations on\nparticipation in such meeting to stockholders of record of HP and their duly\nauthorized and constituted proxies, and such other persons as the chairman will\npermit, restrictions on entry to the meeting after the time fixed for the\ncommencement thereof, limitations on the time allotted to questions or comments\nby participants and regulation of the opening and closing of the polls for\nballoting and matters which are to be voted on by ballot.  Unless and to\nthe extent determined by the Board of Directors or the chairman of the meeting,\nmeetings of stockholders will not be required to be held in accordance with rules of\nparliamentary procedure.<\/p>\n\n\n\n
2.5           NOTICE OF\nSTOCKHOLDERS\u0092 MEETINGS<\/u>.  All notices of meetings of stockholders will\nbe sent or otherwise given in accordance with Section 2.6 of these Bylaws\nnot less than ten (10) nor more than sixty (60) days before the date of\nthe meeting.  The notice will specify the place (if any), date, and hour\nof the meeting and the means of remote communications, if any, by which\nstockholders and proxyholders may be deemed to be present in person and vote at\nthe meeting and (i) in the case of a special meeting, the general nature\nof the business to be transacted (no business other than that specified in the\nnotice may be transacted) or (ii) in the case of the annual meeting, those\nmatters which the Board of Directors, at the time of giving the notice, intends\nto present for action by the stockholders (but any matter properly may be\npresented at the meeting for such action).  The notice of any meeting at\nwhich directors are to be elected will include the name of any nominee or\nnominees who, at the time of the notice, the Board of Directors intends to\npresent for election.  Any previously scheduled meeting of the\nstockholders may be postponed, and (unless the Certificate of Incorporation\notherwise provides) any meeting of the stockholders may be cancelled, by\nresolution of the Board of Directors upon public notice given prior to the date\npreviously scheduled for such meeting of stockholders.<\/p>\n\n\n\n
2.6           MANNER OF GIVING\nNOTICE; AFFIDAVIT OF NOTICE<\/u>.  Notice of any meeting of stockholders\nwill be given either personally, by mail, express mail, courier service or,\nwith the actual or constructive consent of the stockholder entitled to receive\nsuch notice, by facsimile, electronic mail or other means of electronic\ntransmission.  If sent by mail, express mail or courier service, such\nnotice will be sent postage or charges prepaid and will be addressed to the\nstockholder at the address of that stockholder appearing on the books of HP or\ngiven by the stockholder to HP for the purpose of notice, and such notice will\nbe deemed to have been given.  Notice\ngiven by electronic transmission pursuant to this subsection will be\ndeemed given:  (a) if by facsimile\ntelecommunication, when directed to a facsimile telecommunication number at\nwhich the stockholder has actually or constructively consented to receive\nnotice; (2) if by<\/p>\n\n\n\n
4<\/p>\n\n\n
electronic mail, when directed\nto an electronic mail address at which the stockholder has actually or\nconstructively consented to receive notice; (3) if by posting on an\nelectronic network together with separate notice to the stockholder of such\nspecific posting, upon the later of (A) such posting and (B) the\ngiving of such separate notice, and (4) if by any other form of electronic\ntransmission, when directed to the stockholder.<\/p>\n\n\n\n
An affidavit of the mailing or other means of\ngiving any notice of any stockholders\u0092 meeting, executed by the secretary,\nassistant secretary or any transfer agent or mailing agent of HP giving the\nnotice, will be prima facie evidence of the giving of such notice or report.<\/p>\n\n\n\n
2.7           QUORUM<\/u>. \nThe holders of a majority in voting power of the stock issued and outstanding\nand entitled to vote thereat, present in person or represented by proxy, will\nconstitute a quorum at all meetings of the stockholders for the transaction of\nbusiness except as otherwise provided by statute or the Certificate of\nIncorporation.  If, however, such quorum is not present or represented at\nany meeting of the stockholders, then either (i) the chairman of the\nmeeting or (ii) the stockholders by the vote of the holders of a majority\nof the stock present in person or represented by proxy at the meeting, will\nhave power to adjourn the meeting from time to time in accordance with Section 2.8,\neach without notice other than announcement at the meeting, until a quorum is present\nor represented.  At such adjourned meeting at which a quorum is present or\nrepresented, any business may be transacted that might have been transacted at\nthe meeting as originally noticed.<\/p>\n\n\n\n
When a quorum is present at any meeting, the\nvote of the holders of a majority of the stock having voting power present in\nperson or represented by proxy will decide any matter properly brought before\nsuch meeting, unless (i) the matter is one upon which, by express\nprovision of the laws of the State of Delaware or of the Certificate of\nIncorporation or these Bylaws, a vote of a greater number or voting by classes\nis required, in which case such express provision will govern and control the\ndecision of the matter, or (ii) the matter is brought pursuant to the rules of\nan exchange upon which the securities of HP are listed, in which case such rules will\ndetermine the vote required.<\/p>\n\n\n\n
If a quorum be initially present, the\nstockholders may continue to transact business until adjournment,\nnotwithstanding the withdrawal of enough stockholders to leave less than a\nquorum.<\/p>\n\n\n\n
2.8           ADJOURNED MEETING;\nNOTICE<\/u>.  Any meeting of stockholders, annual or special, whether or\nnot a quorum is present, may be adjourned for any reason from time to time by\neither (i) the chairman of the meeting or (ii) the stockholders by\nthe vote of the holders of a majority of the stock represented at the meeting,\neither in person or by proxy.  In the absence of a quorum, no other\nbusiness may be transacted at that meeting except as provided in Section 2.7\nof these Bylaws.<\/p>\n\n\n\n
When any meeting of stockholders, either\nannual or special, is adjourned to another time or place (if any), notice need\nnot be given of the adjourned meeting if the time and place, if any thereof and\nthe means of remote communications, if any, by which stockholders and\nproxyholders may be deemed to be present in person and vote at such adjourned\nmeeting are<\/p>\n\n\n\n
5<\/p>\n\n\n
announced at the meeting at\nwhich the adjournment is taken.  However, if a new record date for the\nadjourned meeting is fixed or if the adjournment is for more than thirty (30)\ndays from the date set for the original meeting, then notice of the adjourned\nmeeting will be given.  Notice of any such adjourned meeting will be given\nto each stockholder of record entitled to vote at the adjourned meeting in\naccordance with the provisions of Sections 2.5 and 2.6 of these Bylaws. \nAt any adjourned meeting HP may transact any business which might have been\ntransacted at the original meeting.<\/p>\n\n\n\n
2.9           VOTING.<\/u> \nThe stockholders entitled to vote at any meeting of stockholders will be\ndetermined in accordance with the provisions of Section 2.12 of these\nBylaws.<\/p>\n\n\n\n
Except as may be otherwise provided in the\nCertificate of Incorporation, by these Bylaws or as required by law, each\nstockholder will be entitled to one vote for each share of capital stock\nregistered in such stockholder\u0092s name on the books of HP on the record date\nfixed for determination of stockholders entitled to vote at such meeting.<\/p>\n\n\n\n
Any stockholder entitled to vote on any\nmatter may vote part of such stockholder\u0092s shares in favor of the proposal and\nrefrain from voting part or all of such stockholder\u0092s remaining shares or,\nexcept when the matter is the election of directors, may vote part or all of\nthem against the proposal; but if the stockholder fails to specify the number\nof shares which the stockholder is voting affirmatively, it will be\nconclusively presumed that the stockholder\u0092s vote is with respect to all shares\nwhich the stockholder is entitled to vote.<\/p>\n\n\n\n
2.10         VALIDATION OF\nMEETINGS; WAIVER OF NOTICE; CONSENT<\/u>.  The transactions of any meeting\nof stockholders, either annual or special, however called and noticed, and\nwherever held, will be as valid as though they had been taken at a meeting duly\nheld after regular call and notice, if a quorum be present either in person or\nby proxy.<\/p>\n\n\n\n
Attendance by a person at a meeting also will\nconstitute a waiver of notice of and presence at that meeting, except when the\nperson objects at the beginning of the meeting to the transaction of any\nbusiness because the meeting is not lawfully called or convened. \nAttendance at a meeting is not a waiver of any right to object to the\nconsideration of matters required by law to be included in the notice of the\nmeeting but not so included, if that objection is expressly made at the\nmeeting.<\/p>\n\n\n\n
2.11         ACTION BY WRITTEN\nCONSENT<\/u>.  Subject to the rights of the holders of the shares of any\nseries of Preferred Stock or any other class of stock or series thereof having\na preference over the Common Stock as to dividends or upon liquidation, any\naction required or permitted to be taken by the stockholders of HP must be\neffected at a duly called annual or special meeting of stockholders of HP and\nmay not be effected by any consent in writing by such stockholders.<\/p>\n\n\n\n
2.12         RECORD DATE FOR\nSTOCKHOLDER NOTICE; VOTING; GIVING CONSENTS<\/u>.  For purposes of\ndetermining the stockholders entitled to notice of any meeting or to vote\nthereat, the Board of Directors may fix, a record date, which will not precede\nthe date upon which the resolution fixing the record date is adopted by the\nBoard of Directors and will not be more than sixty (60) days nor less than ten (10) days\nbefore the date of any such meeting, and in such event<\/p>\n\n\n\n
6<\/p>\n\n
only stockholders of record on\nthe date so fixed are entitled to notice and to vote, notwithstanding any\ntransfer of any shares on the books of HP after the record date, except as\notherwise provided in the Certificate of Incorporation, by these Bylaws, by\nagreement or by applicable law.<\/p>\n\n\n\n
If the Board of Directors does not so fix a\nrecord date, the record date for determining stockholders entitled to notice of\nor to vote at a meeting of stockholders will be at the close of business on the\nday next preceding the day on which notice is given, or, if notice is waived,\nat the close of business on the day next preceding the day on which the meeting\nis held.<\/p>\n\n\n\n
A determination of stockholders of record\nentitled to notice of or to vote at a meeting of stockholders will apply to any\nadjournment of the meeting unless the Board of Directors fixes a new record\ndate for the adjourned meeting, but the Board of Directors will fix a new\nrecord date if the meeting is adjourned for more than thirty (30) days from the\ndate set for the original meeting.<\/p>\n\n\n\n
The record date for any other purpose will be\nas provided in Section 8.1 of these Bylaws.<\/p>\n\n\n\n
2.13         PROXIES<\/u>. \nEvery person entitled to vote for directors, or on any other matter, shall have\nthe right to do so either in person or by one or more agents authorized by a\nwritten proxy, which may be in the form of a facsimile or other means of\nelectronic transmission, signed by the person and submitted to the secretary of\nHP or HP\u0092s proxy solicitor, but no such proxy will be voted or acted upon after\nthree (3) years from its date, unless the proxy provides for a longer\nperiod.  A proxy will be deemed signed if the stockholder\u0092s name is placed\non the proxy (whether by manual signature, typewriting, facsimile signature or\notherwise) by the stockholder or the stockholder\u0092s attorney-in-fact or, in the\ncase of an electronically transmitted proxy, the submission has been properly authorized. \n\nA duly executed proxy will be irrevocable if it states that it is irrevocable and\nif, and only as long as, it is coupled with an interest sufficient in law to\nsupport an irrevocable power.  A stockholder may revoke any proxy which is\nnot irrevocable by attending the meeting and voting in person or by filing an\ninstrument in writing revoking the proxy or by submitting another duly executed\nproxy bearing a later date with the secretary.<\/p>\n\n\n\n
A proxy is not revoked by the death or\nincapacity of the maker unless, before the vote is counted, written notice of\nsuch death or incapacity is received by HP.<\/p>\n\n\n\n
2.14         INSPECTORS OF ELECTION<\/u>. \n\nBefore any meeting of stockholders, the Board of Directors will appoint an\ninspector or inspectors of election to act at the meeting or its\nadjournment.  The number of inspectors will be either one (1) or\nthree (3).  If any person appointed as inspector fails to appear or fails\nor refuses to act, then the chairman of the meeting may, and upon the request\nof any stockholder or a stockholder\u0092s proxy will, appoint a person to fill that\nvacancy.<\/p>\n\n\n\n
7<\/p>\n\n\n\n\n
Such inspectors will:<\/p>\n\n\n\n
(a)           determine\nthe number of shares outstanding and the voting power of each, the number of\nshares represented at the meeting, the existence of a quorum, and the validity\nof proxies;<\/p>\n\n\n\n
(b)           receive\nvotes and ballots;<\/p>\n\n\n\n
(c)           hear\nand determine all challenges and questions in any way arising in connection\nwith the votes and ballots submitted that may be resolved by an inspector of\nelections during a review and challenge process; and<\/p>\n\n\n\n
(d)           count\nand tabulate all votes and ballots.<\/p>\n\n\n\n
The inspectors of election will perform their\nduties impartially, in good faith, to the best of their ability and as\nexpeditiously as is practical.  If there are three (3) inspectors of\nelection, the decision, act or certificate of a majority is effective in all\nrespects as the decision, act or certificate of all.  Any report or\ncertificate made by the inspectors of election is prima facie evidence of the\nfacts stated therein.<\/p>\n\n\n\n
ARTICLE III<\/p>\n\n\n\n
DIRECTORS<\/u><\/p>\n\n\n\n
3.1           POWERS<\/u>. \n\nSubject to the provisions of the General Corporation Law of Delaware and to any\nlimitations in the Certificate of Incorporation or these Bylaws relating to\naction required to be approved by the stockholders or by the outstanding\nshares, the business and affairs of HP will be managed and will be exercised by\nor under the direction of the Board of Directors.  In addition to the\npowers and authorities these Bylaws expressly confer upon them, the Board of\nDirectors may exercise all such powers of HP and do all such lawful acts and\nthings as are not by the General Corporation Law of Delaware or by the\nCertificate of Incorporation or by these Bylaws required to be exercised or\ndone by the stockholders.<\/p>\n\n\n\n
3.2           NUMBER AND TERM OF\nOFFICE<\/u>.  The authorized number of directors will be not less than\neight (8) nor more than seventeen (17).  Within such limits, the\nexact number of directors will be ten (10).<\/p>\n\n\n\n
3.3           ELECTION AND TERM OF\nOFFICE OF DIRECTORS<\/u>.  Except as provided in Section 3.4 of these\nBylaws, at each annual meeting of stockholders, directors elected to succeed\nthose directors whose terms then expire will be elected for a term of office to\nexpire at the succeeding annual meeting of stockholders after their election,\nwith each director to hold office until such director\u0092s successor will have\nbeen duly elected and qualified or until his or her earlier resignation or\nremoval.<\/p>\n\n\n\n
8<\/p>\n\n\n\n\n\n
Directors need not be stockholders unless so\nrequired by the Certificate of Incorporation or by these Bylaws, wherein other\nqualifications for directors may be prescribed.  Each director, including\na director elected to fill a vacancy, will hold office until his or her\nsuccessor is elected and qualified or until his or her earlier resignation or\nremoval.<\/p>\n\n\n\n
Election of directors at all meetings of the\nstockholders at which directors are to be elected will be by ballot, and, a\nplurality of the votes cast thereat will elect directors.<\/p>\n\n\n\n
3.4           RESIGNATION AND\nVACANCIES<\/u>.  Any director may resign effective upon giving notice in\nwriting or by electronic transmission to the chairman of the Board of\nDirectors, the chief executive officer, the secretary or the entire Board of\nDirectors, unless the notice specifies a later time for that resignation to\nbecome effective; provided, however, that if such notice is given by electronic\ntransmission, such electronic transmission must either set forth or be\nsubmitted with information from which it can be determined that the electronic\ntransmission was authorized by the director.  If the resignation of a\ndirector is effective at a future time, the Board of Directors, including such\nresigning director, may elect a successor to take office when the resignation\nbecomes effective.  Acceptance of such\nresignation shall not be necessary to make it effective.<\/p>\n\n\n\n
Unless otherwise provided in the Certificate\nof Incorporation or by these Bylaws, vacancies on the Board of Directors may be\nfilled by a majority of the remaining directors, even if less than a quorum, or\nby a sole remaining director; however, a vacancy created by the removal of a\ndirector by the vote of the stockholders or by court order may be filled only\nby the affirmative vote of a majority of the voting power of shares represented\nand voting at a duly held meeting at which a quorum is present (which shares\nvoting affirmatively also constitute a majority of the required quorum). \nEach director so elected will hold office until the next annual meeting of the\nstockholders and until a successor has been elected and qualified or until his\nor her earlier resignation or removal.<\/p>\n\n\n\n
Unless otherwise provided in the Certificate\nof Incorporation or these Bylaws:<\/p>\n\n\n\n
(i)            Vacancies\nand newly created directorships resulting from any increase in the authorized\nnumber of directors elected by all of the stockholders having the right to vote\nas a single class may be filled by a majority of the directors then in office,\nalthough less than a quorum, or by a sole remaining director.<\/p>\n\n\n\n
(ii)           Whenever\nthe holders of any class or classes of stock or series thereof are entitled to elect\none or more directors by the provisions of the Certificate of Incorporation,\nvacancies and newly created directorships of such class or classes or series\nmay be filled by a majority of the directors elected by such class or classes\nor series thereof then in office, or by a sole remaining director so elected.<\/p>\n\n\n\n
Any directors chosen pursuant to this Section 3.4\nwill hold office for a term expiring at the next annual meeting of stockholders\nand until such director\u0092s successor will have been duly elected and qualified\nor until such director\u0092s earlier resignation or removal.<\/p>\n\n\n\n
9<\/p>\n\n\n
If at any time, by reason of death or\nresignation or other cause, HP should have no directors in office, then any\nofficer or any stockholder or an executor, administrator, trustee or guardian\nof a stockholder, or other fiduciary entrusted with like responsibility for the\nperson or estate of a stockholder, may call a special meeting of stockholders\nin accordance with the provisions of the Certificate of Incorporation or these\nBylaws, or may apply to the Court of Chancery for a decree summarily ordering\nan election as provided in Section 211 of the General Corporation Law of\nDelaware.<\/p>\n\n\n\n
If, at the time of filling any vacancy or any\nnewly created directorship, the directors then in office constitute less than a\nmajority of the whole Board of Directors (as constituted immediately prior to\nany such increase), then the Court of Chancery may, upon application of any\nstockholder or stockholders holding at least ten percent (10%) of the total\nnumber of the then outstanding shares having the right to vote for such\ndirectors, summarily order an election to be held to fill any such vacancies or\nnewly created directorships, or to replace the directors chosen by the\ndirectors then in office as aforesaid, which election will be governed by the\nprovisions of Section 211 of the General Corporation Law of Delaware as\nfar as applicable.<\/p>\n\n\n\n
3.5           REMOVAL<\/u>. \n\nUnless otherwise restricted by statute or by the Certificate of\nIncorporation,  any director or the\nentire Board of Directors may be removed, with or without cause, by the holders\nof a majority of the shares then entitled to vote at an election of directors;\nprovided, however, that, if and so long as stockholders of HP are entitled to\ncumulative voting, if less than the entire Board of Directors is to be removed,\nno director may be removed without cause if the votes cast against his or her\nremoval would be sufficient to elect him or her if then cumulatively voted at\nan election of the entire Board of Directors.<\/p>\n\n\n\n
3.6           PLACE OF MEETINGS;\nMEETINGS BY TELEPHONE<\/u>.  Regular meetings of the Board of Directors may\nbe held at any place within or outside the State of Delaware that has been\ndesignated from time to time by resolution of the Board of Directors.  In\nthe absence of such a designation, regular meetings will be held at any place\nwithin or outside the State of Delaware that has been designated in the notice\nof the meeting or, if not stated in the notice or if there is no notice, at the\nprincipal executive office of HP.  Special meetings of the Board of\nDirectors may be held at any place within or outside the State of Delaware that\nhas been designated in the notice of the meeting or, if not stated in the\nnotice or if there is no notice, at the principal executive office of HP.<\/p>\n\n\n\n
Any meeting, regular or special, may be held\nby conference telephone or similar communication equipment, so long as all\ndirectors participating in the meeting can hear one another; and all such directors\nshall be deemed to be present in person at the meeting.<\/p>\n\n\n\n
3.7           REGULAR MEETINGS<\/u>. \nRegular meetings of the Board of Directors may be held without notice if the\ntimes of such meetings are fixed by the Board of Directors.<\/p>\n\n\n\n
3.8           SPECIAL MEETINGS;\nNOTICE<\/u>.  Special meetings of the Board of Directors for any purpose or\npurposes may be called at any time by the chairman of the Board of Directors,\nthe chief executive officer, the secretary or a majority of the members of the\nBoard of Directors then in office.<\/p>\n\n\n\n
10<\/p>\n\n\n\n
The person or persons authorized to call\nspecial meetings of the Board of Directors may fix the place and time of the\nmeetings.  The chairman of the Board of Directors, the chief executive\nofficer, secretary or any assistant secretary or their delegates will give\nnotice of any special meeting to each director personally or by telephone to\neach director or sent by mail, express mail, courier service, confirmed\nfacsimile, electronic mail  or other\nmeans of electronic transmission, postage or charges prepaid, addressed to each\ndirector at that director\u0092s address as it is shown on the records of HP or if\nthe address is not readily ascertainable, notice will be addressed to the\ndirector at the city or place in which the meetings of directors are regularly\nheld.  If the notice is by mail, such notice will be deposited in the\nUnited States mail at least four (4) days prior to the time set for such\nmeeting.  If the notice is by express mail or courier service, such notice\nwill be deemed adequately delivered when the notice is delivered to the\novernight mail or courier service company at least twenty-four (24) hours prior\nto the time set for such meeting.  If the notice is by facsimile\ntransmission, electronic mail or other means of electronic transmission, such\nnotice will be deemed adequately delivered when the notice is transmitted a\nreasonable time prior to the time set for such meeting.  If the notice is\nby telephone or by hand delivery, such notice will be deemed adequately\ndelivered when the notice is given a reasonable time (which need not be more\nthan twenty-four hours and may be less depending upon the circumstances) prior\nto the time set for such meeting.  Any oral notice given personally or by\ntelephone may be communicated either to the director or to a person at the\noffice of the director whom the person giving the notice has reason to believe\nwill promptly communicate it to the director.  If the meeting is to be\nheld at the principal executive office of HP, the notice need not specify the\nplace of the meeting.  Moreover, a notice of meeting need not state the\npurpose of such meeting, and, unless indicated in the notice thereof, any and\nall business may be transacted at a meeting.<\/p>\n\n\n\n
3.9           QUORUM<\/u>.  A\nmajority of the authorized number of directors will constitute a quorum for the\ntransaction of business, except to fill vacancies in the Board of Directors as\nprovided in Section 3.4 and to adjourn as provided in Section 3.11 of\nthese Bylaws.  Every act or decision done or made by a majority of the\ndirectors present at a duly held meeting at which a quorum is present will be\nregarded as the act of the Board of Directors, subject to the provisions of the\nCertificate of Incorporation and applicable law.<\/p>\n\n\n\n
A meeting at which a quorum is initially\npresent may continue to transact business, notwithstanding the withdrawal of\nenough directors to leave less than a quorum.<\/p>\n\n\n\n
3.10         WAIVER OF NOTICE<\/u>. \nNotice of a meeting need not be given to any director (i) who provides a\nwritten or electronic waiver of notice or a consent to holding the meeting or\nwho approves the minutes thereof, whether before or after the meeting, or (ii) who\nattends the meeting without protesting, prior thereto or at its commencement,\nthe lack of notice to such directors.  If waiver of notice is given by\nelectronic transmission, such electronic transmission must either set forth or\nbe submitted with information from which it can be determined that the\nelectronic transmission was authorized by the director.  The transactions of any meeting of the Board\nof Directors, however called and noticed or wherever held, are as valid as\nthough taken at a meeting duly held after regular call and notice if a quorum\nis present and if, either before or after the meeting, each of the directors\nnot present  who did not receive notice\nof such meeting provides a written or electronic waiver of notice pursuant to\nthis Section 3.10.  A waiver of notice need not specify the purpose\nof any regular or special meeting of the Board of Directors.<\/p>\n\n\n\n
11<\/p>\n\n\n\n
3.11         ADJOURNMENT<\/u>. \nA majority of the directors present, whether or not constituting a quorum, may\nadjourn any meeting to another time and place.<\/p>\n\n\n\n
3.12         NOTICE OF ADJOURNMENT<\/u>. \n\nNotice of the time and place of holding an adjourned meeting need not be given\nif announced unless the meeting is adjourned for more than twenty-four (24)\nhours.  If the meeting is adjourned for more than twenty-four (24) hours,\nthen notice of the time and place of the adjourned meeting will be given before\nthe adjourned meeting takes place, in the manner specified in Section 3.8\nof these Bylaws, to the directors who were not present at the time of the\nadjournment.<\/p>\n\n\n\n
3.13         BOARD ACTION BY\nWRITTEN CONSENT WITHOUT A MEETING<\/u>.  Any action required or permitted\nto be taken by the Board of Directors may be taken without a meeting, provided\nthat all members of the Board of Directors individually or collectively provide\nwritten or electronic consent to that action; provided however, that, if such\nconsent is effected by electronic transmission, such electronic transmission\nwas authorized by the director.  Such action by written consent will have\nthe same force and effect as a unanimous vote of the Board of Directors. \n\nSuch written consent and any counterparts thereof will be filed with the\nminutes of the proceedings of the Board of Directors.<\/p>\n\n\n\n
3.14         ORGANIZATION<\/u>. \nMeetings of the Board of Directors will be presided over by the chairman of the\nBoard of Directors, if any.  In his or her absence, a majority of the\ndirectors present at the meeting, assuming a quorum, will designate a president\npro tem of the meeting who, if any such person be present, will be a chairman\nof a committee of the Board of Directors and who will preside at the meeting. \nThe secretary, or in his or her absence the assistant secretary, will act as\nsecretary of the meeting, but in the absence of such persons the chairman of\nthe meeting may appoint any person to act as secretary of the meeting.<\/p>\n\n\n\n
3.15         FEES AND COMPENSATION\nOF DIRECTORS<\/u>.  Directors and members of committees may receive such\ncompensation, if any, for their services and such reimbursement of expenses as\nmay be fixed or determined by resolution of the Board of Directors.  This Section 3.15\nwill not be construed to preclude any director from serving HP in any other\ncapacity as an officer, agent, employee or otherwise and receiving compensation\nfor those services.<\/p>\n\n\n\n
3.16         EXECUTIVE SESSION<\/u>. \n\nIt is the intent of the Board of Directors that the members of the Board of\nDirectors who are not employees of HP will confer in executive session at least\nthree times per year.  Such directors may confer in additional executive\nsessions from time to time throughout the year, as determined by a majority of\nsuch directors.<\/p>\n\n\n\n
ARTICLE IV<\/p>\n\n\n\n
COMMITTEES<\/u><\/p>\n\n\n\n
4.1           COMMITTEES OF\nDIRECTORS<\/u>.  The Board of Directors may designate one (1) or more\ncommittees, each consisting of one (1) or more directors, to serve at the\npleasure of the<\/p>\n\n\n\n
12<\/p>\n\n\n\n\n
Board of Directors.  The Board of Directors may designate one (1) or\nmore directors as alternate members of any committee, who may replace any\nabsent member at any meeting of the committee.  Any committee, unless\nlimited by resolution of the Board of Directors or any applicable laws or\nlisting standards,  will have all the\nauthority of the Board of Directors, but no such committee will have the power\nor authority to (i) approve or adopt or recommend to the stockholders any\naction or matter (other than the election or removal of directors) that\nrequires the approval of the stockholders under applicable law or (ii) adopt,\namend or repeal any Bylaw of HP.<\/p>\n\n\n\n
4.2           MEETINGS AND ACTION\nOF COMMITTEES<\/u>.  Meetings and actions of committees will be governed\nby, and held and taken in accordance with, the provisions of Article III\nof these Bylaws, Section 3.6 (place of meetings; meetings by telephone), Section 3.7\n(regular meetings), Section 3.8 (special meetings; notice), Section 3.9\n(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment),\nSection 3.12 (notice of adjournment), and Section 3.13 (action by\nwritten consent), with such changes in the context of those Bylaws as are\nnecessary to substitute the committee and its members for the Board of\nDirectors and its members; provided, however, that the time of regular meetings\nof committees may be determined either by resolution of the Board of Directors\nor by resolution of the committee, that special meetings of committees may also\nbe called by resolution of the Board of Directors, and that notice of special\nmeetings of committees will also be given to all alternate members, who will\nhave the right to attend all meetings of the committee.  The Board of\nDirectors may adopt rules for the government of any committee not\ninconsistent with the provisions of these Bylaws.<\/p>\n\n\n\n
4.3           EXECUTIVE COMMITTEE<\/u>. \nIn the event that the Board of Directors appoints an executive committee, such\nexecutive committee, in all cases in which specific directions to the contrary\nhave not been given by the Board of Directors, will have and may exercise,\nduring the intervals between the meetings of the Board of Directors, all the\npowers and authority of the Board of Directors in the management of the\nbusiness and affairs of HP (except as provided in Section 4.1 hereof) in\nsuch manner as the executive committee may deem in the best interests of HP.<\/p>\n\n\n\n
ARTICLE V<\/p>\n\n\n\n
OFFICERS AND\nCHAIRMAN OF THE BOARD<\/u><\/p>\n\n\n\n
5.1           OFFICERS<\/u>. \nThe officers of HP shall consist of a chief executive officer, a chief\nfinancial officer, one or more vice presidents, a secretary, one or more\nassistant secretaries, who will be elected by the Board of Directors and such\nother officers, including but not limited to \na president and a treasurer, as the Board of Directors  deems expedient, who will be elected in such\nmanner and hold their offices for such terms as the Board of Directors may\nprescribe.  Any two of such offices may be held by the same person. \n\nThe Board of Directors may designate one or more elected vice presidents as\nexecutive vice presidents or senior vice presidents.  The Board of\nDirectors may from time to time designate the chief executive officer,\npresident or any executive vice president as the chief operating officer of HP.<\/p>\n\n\n\n
5.2           APPOINTMENT OF\nOFFICERS<\/u>.  In addition to officers elected by the Board of Directors\nin accordance with Sections 5.1 and 5.3, HP may have one or more appointed vice<\/p>\n\n\n\n
13<\/p>\n\n\n\n\n\n\n
presidents.  Such appointed vice presidents may be appointed by\nthe Board of Directors, the chairman of the Board of Directors or the chief\nexecutive officer and will have such duties as may be established by the Board\nof Directors, the chairman of the Board of Directors or the chief executive\nofficer.  The Board of Directors may designate one or more appointed vice\npresidents as executive vice presidents or senior vice presidents.  Vice\npresidents appointed pursuant to this Section 5.2 may be removed in\naccordance with Section 5.5.<\/p>\n\n\n\n
5.3           ELECTION OF SECTION 16\nOFFICERS BY BOARD OF DIRECTORS<\/u>.  The\nBoard of Directors will designate officers for purposes of Section 16 of\nthe 1934 Act (\u0093executive officers\u0094).<\/p>\n\n\n\n
5.4           TERMS OF OFFICE AND\nCOMPENSATION<\/u>.  The term of office of each of such executive officers\nwill be fixed and determined by the Board of Directors and may be altered by\nthe Board of Directors from time to time at its pleasure, subject to the\nrights, if any, of such executive officers under any contract of\nemployment.  The compensation of such\nexecutive officers shall be determined by the HR & Compensation Committee\nof the Board of Directors in consultation with the full Board of Directors, as\nappropriate.<\/p>\n\n\n\n
5.5           REMOVAL; RESIGNATION\nOF OFFICERS AND VACANCIES<\/u>.  Any officer of HP may be removed at the\npleasure of the Board of Directors at any meeting or at the pleasure of any\nofficer who may be granted such power by a resolution of the Board of\nDirectors.  Any officer may resign at any time upon written or electronic\nnotice to HP without prejudice to the rights, if any, of HP under any contract\nto which the officer is a party; provided that, if such notice is given by\nelectronic transmission, such transmission must either set forth or be\nsubmitted with information from which it can be determined that the electronic\ntransmission was authorized by the officer. \nSuch resignation shall take effect at the date of receipt of such notice\nor at any later time specified therein and, unless otherwise specified therein,\nthe acceptance of such resignation shall not be necessary to make it\neffective.  If any vacancy occurs in any office of HP the Board of\nDirectors may elect a successor to fill such vacancy for the remainder of the\nunexpired term and until a successor is duly chosen and qualified.<\/p>\n\n\n\n
5.6           CHAIRMAN OF THE\nBOARD<\/u>.  The chairman of the Board of Directors, who will not be an\nofficer of HP, will, if present, preside at meetings of the Board of Directors\nand stockholders; and may call meetings of the stockholders and also of the\nBoard of Directors to be held, subject to the limitations prescribed by law or\nby these Bylaws, at such times and at such places as the chairman of the Board\nof Directors may deem proper.  The chairman of the Board of Directors will\nexercise and perform such other duties as may from time to time be agreed to by\nthe Board of Directors.  The chairman of the Board of Directors will\nreport to the Board of Directors.<\/p>\n\n\n\n
5.7           CHAIRMAN OF\nEXECUTIVE COMMITTEE<\/u>.  The chairman of the executive committee, if\nthere be one, will have other powers and be subject to such duties as the Board\nof Directors may from time to time prescribe.<\/p>\n\n\n\n
14<\/p>\n\n\n\n\n\n
5.8           CHIEF EXECUTIVE\nOFFICER<\/u>.  The powers and duties of the chief executive officer are:<\/p>\n\n\n\n
(a)           To\nhave and provide general supervision, direction and control of HP\u0092s business\nand its officers;<\/p>\n\n\n\n
(b)           To\ncall meetings of the Board of Directors to be held, subject to the limitations\nprescribed by law or by these Bylaws, at such times and at such places as the\nchief executive officer deems proper;<\/p>\n\n\n\n
(c)           To\naffix the signature of HP to all deeds, conveyances, mortgages, leases,\nobligations, bonds, certificates and other papers and instruments in writing (\u0093Contracts\u0094)\nwhich have been authorized by the Board of Directors or which, in the judgment\nof the chief executive officer, should be executed on behalf of HP;<\/p>\n\n\n\n
(d)           To\ndelegate the power to affix the signature of HP to Contracts to other officers\nof HP; and<\/p>\n\n\n\n
(e)           To\nhave such other powers and be subject to such other duties as the Board of\nDirectors may from time to time prescribe.<\/p>\n\n\n\n
In case of the disability or death of the\nchief executive officer, the Board of Directors will meet promptly to confer\nthe powers of the chief executive officer on another elected officer. \nUntil the Board of Directors takes such action, the chief financial officer\nwill exercise all the powers and perform all the duties of the chief executive\nofficer.<\/p>\n\n\n\n
5.9           PRESIDENT<\/u>. \n\nSubject to the discretion of the Board of Directors to elect or not elect a\npresident and to the supervisory powers of the chief executive officer in the\nevent of such election, the president, if any, will act in a general executive\ncapacity and will assist the chief executive officer in the administration and\noperation of HP\u0092s business and general supervision of its policies and\naffairs.  The president will have the\npower to sign certificates for shares of stock of HP.  The president will have the power to affix\nthe signature of HP to all Contracts unless otherwise limited by HP policy or\nby the Board of Directors or the chief executive officer.  The president\nwill have such other powers and be subject to such other duties as the Board of\nDirectors or the chairman of the Board of Directors or the chief executive\nofficer may from time to time prescribe.<\/p>\n\n\n\n
5.10         VICE PRESIDENTS<\/u>. \n\nVice Presidents may be elected by the Board of Directors or appointed pursuant\nto Section 5.2.  Elected vice\npresidents will have the power to affix the signature of HP to all Contracts,\nunless otherwise limited by HP policy or by the Board of Directors or the\nofficer to whom such elected vice president directly or indirectly\nreports.  Elected vice presidents will\nhave such other powers and perform such other duties as may be granted or\nprescribed by the Board of Directors.<\/p>\n\n\n\n
Vice presidents appointed pursuant to Section 5.2\nwill have such powers and duties as may be fixed  in accordance with Section 5.2, except\nthat such appointed vice presidents may not exercise the powers and duties of\nthe chief executive officer or president.<\/p>\n\n\n\n
15<\/p>\n\n\n\n
5.11         SECRETARY<\/u>. \nThe powers and duties of the secretary are:<\/p>\n\n\n\n
(a)           To\nkeep a book of minutes at the principal office of HP, or such other place as\nthe Board of Directors may order, of all meetings of its directors and\nstockholders with the time and place of such meetings, whether regular or\nspecial, and, if special, how authorized, the notice thereof given, the names\nof those present at directors\u0092 meetings, the number of shares present or\nrepresented at stockholders\u0092 meetings and the proceedings thereof.<\/p>\n\n\n\n
(b)           To\nkeep the seal of HP and affix the same to all instruments which may require it.<\/p>\n\n\n\n
(c)           To\nkeep or cause to be kept at the principal executive office of HP, or at the\noffice of the transfer agent or agents, a share register, or duplicate share\nregisters, showing the names of the stockholders and their addresses, the\nnumber of and classes of shares, and the number and date of cancellation of\nevery certificate surrendered for cancellation.<\/p>\n\n\n\n
(d)           To\nkeep a supply of certificates for shares of HP, to fill in all certificates issued,\nand to make a proper record of each such issuance; provided, that so long as HP\nwill have one or more duly appointed and acting transfer agents or exchange\nagents with respect to the shares, or any class or series of shares, of HP,\nsuch duties with respect to such shares will be performed by such agent or\nagents.<\/p>\n\n\n\n
(e)           To\ntransfer upon the share books of HP any and all shares of HP; provided, that so\nlong as HP will have one or more duly appointed and acting transfer agents or\nexchange agents with respect to the shares, or any class or series of shares,\nof HP, such duties with respect to such shares will be performed by such agent\nor agents, and the method of transfer of each certificate will be subject to\nthe reasonable regulations of the agent to which the certificate is presented\nfor transfer, and also, if HP then has one or more duly appointed and acting\nagents, to the reasonable regulations of the agent to which the new certificate\nis presented for registration; and provided, further that no certificate for\nshares of stock will be issued or delivered or, if issued or delivered, will\nhave any validity whatsoever until and unless it has been signed or\nauthenticated in the manner provided in Section 8.5 hereof.<\/p>\n\n\n\n
(f)            To\nmake service and publication of all notices that may be necessary or\nproper.    In case of the absence,\ndisability, refusal, or neglect of the secretary to make service or publication\nof any notices, then such notices may be served and\/or published by the chief\nexecutive officer, the president or a vice president, or by any person\nthereunto authorized by any of them or by the Board of Directors or by the\nholders of a majority of the outstanding shares of HP.<\/p>\n\n\n\n
(g)           Generally\nto do and perform all such duties as pertain to the office of secretary and as\nmay be required by the Board of Directors.<\/p>\n\n\n\n
16<\/p>\n\n\n\n\n
5.12         CHIEF FINANCIAL\nOFFICER<\/u>.  The powers and duties of the chief financial officer are:<\/p>\n\n\n\n
(a)           To\nsupervise the corporate-wide treasury functions and financial reporting to\nexternal bodies.<\/p>\n\n\n\n
(b)           To\nhave the custody of all funds, securities, evidence of indebtedness and other\nvaluable documents of HP and, at the chief financial officer\u0092s discretion, to\ncause any or all thereof to be deposited for account of HP at such depositary\nor depositaries as may be designated from time to time by the Board of\nDirectors or the chairman of the Board of Directors or the chief executive\nofficer, or as the chief financial officer deems appropriate.<\/p>\n\n\n\n
(c)           To\nreceive or cause to be received, and to give or cause to be given, receipts and\nacceptances for monies paid in for the account of HP.<\/p>\n\n\n\n
(d)           To\ndisburse, or cause to be disbursed, all funds of HP subject to such limits as\nmay be directed by the Board of Directors, the chairman of the board or the\nchief executive officer, taking proper vouchers for such disbursements.<\/p>\n\n\n\n
(e)           To\nrender to the chief executive officer and to the Board of Directors, whenever\nthey may require, accounts of all transactions and of the financial condition\nof HP.<\/p>\n\n\n\n
(f)            Generally\nto do and perform all such duties as pertain to the office of chief financial\nofficer and as may be required by the Board of Directors.<\/p>\n\n\n\n
ARTICLE VI<\/p>\n\n\n\n
INDEMNIFICATION\nOF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS<\/u><\/p>\n\n\n\n
6.1           INDEMNIFICATION OF\nDIRECTORS AND OFFICERS<\/u>.  HP will indemnify and hold harmless each\nperson who was or is made a party or is threatened to be made a party to or is\ninvolved in any action, suit, or proceeding, whether civil, criminal,\nadministrative or investigative (hereinafter a \u0093proceeding\u0094), by reason of the\nfact that he or she or a person of whom he or she is the legal representative\nis or was a director or officer of HP (or any predecessor) or is or was serving\nat the request of HP (or any predecessor) as a director, officer, employee or\nagent of another corporation or of a partnership, joint venture, trust or other\nenterprise (or any predecessor of any of such entities), including service with\nrespect to employee benefit plans maintained or sponsored by HP (or any\npredecessor), whether the basis of such proceeding is alleged action in an\nofficial capacity as a director, officer, employee or agent or in any other\ncapacity while serving as a director, officer, employee or agent, to the\nfullest extent authorized by the General Corporation Law of the State of\nDelaware, as the same exists or may hereafter be amended, against all expenses,\nliabilities and losses (including attorneys\u0092 fees, judgments, fines, ERISA\nexcise taxes or penalties and amounts paid or to be paid in settlement)\nreasonably incurred or suffered by such person in connection therewith and such\nindemnification will continue as to a person who has ceased to be a director,\nofficer, employee or agent and will inure to the benefit of his or her heirs, executors\nand administrators; provided, however, that except as provided in the third\nparagraph of this Section 6.1, HP will indemnify any such person seeking\nindemnification in connection with a proceeding (or part thereof) initiated by\nsuch person only if such proceeding (or part thereof) was authorized by the\nBoard of Directors.  The right to indemnification conferred in this Section 6.1\nwill be a contract right and, in accordance with and subject to the provisions\nof Section 6.4, will include the right to be paid by HP the expenses\nincurred in defending any such proceeding in advance of its final disposition.<\/p>\n\n\n\n
17<\/p>\n\n\n\n
To obtain indemnification under this Section 6.1,\na claimant will submit to the secretary of HP a written request, including\ntherein or therewith such documentation and information as is reasonably\navailable to the claimant and is reasonably necessary to determine whether and\nto what extent the claimant is entitled to indemnification.  Upon written\nrequest by a claimant for indemnification pursuant to the preceding sentence, a\ndetermination, if required by applicable law, with respect to the claimant\u0092s\nentitlement thereto will be made as follows: (i) if requested by the\nclaimant, by Independent Counsel (as hereinafter defined), or (ii) if no\nrequest is made by the claimant for a determination by Independent Counsel, (A) by\nthe Board of Directors by a majority vote of Disinterested Directors (as\nhereinafter defined), even though less than a quorum or (B) if there are\nno Disinterested Directors or if the Disinterested Directors so direct, by\nIndependent Counsel in a written opinion to the Board of Directors, a copy of\nwhich will be delivered to the claimant, or (C) by a majority vote of a\ncommittee of Disinterested Directors designated by a majority vote of the\nDisinterested Directors, or (D) if a majority of the Disinterested\nDirectors so direct, by the stockholders of HP.  In the event the\ndetermination of entitlement to indemnification is to be made by Independent\nCounsel at the request of the claimant, the Board of Directors will select\nIndependent Counsel  unless there has\noccurred within two years prior to the date of the commencement of the action,\nsuit or proceeding for which indemnification is claimed a \u0093Change of Control\u0094\n\n(as hereinafter defined), in which case the claimant will select Independent\nCounsel unless the claimant requests that the Board of Directors makes such\nselection.   If it is so determined that the claimant is entitled to\nindemnification, HP will pay within ten (10) days after such\ndetermination.<\/p>\n\n\n\n
If HP does not pay in full a claim for\nindemnification under this Section 6.1 within thirty (30) days after a\nwritten claim pursuant to the preceding paragraph of this Section 6.1 has\nbeen received by HP, the claimant may at any time thereafter bring suit against\nHP to recover the unpaid amount of the claim and, if successful in whole or in\npart, the claimant will be entitled to be paid also the expense of prosecuting\nsuch claim.  It will be a defense to any such action (other than an action\nbrought to enforce a claim for expenses incurred in defending any proceeding in\nadvance of its final disposition where the required undertaking, if any is\nrequired, has been tendered to HP) that the claimant has not met the standard\nof conduct which makes it permissible under the General Corporation Law of the\nState of Delaware for HP to indemnify the claimant for the amount claimed, but\nthe burden of proving such defense will be on HP.  Neither the failure of\nHP (including its Board of Directors, Independent Counsel or stockholders) to\nhave made a determination prior to the commencement of such action that\nindemnification of the claimant is proper in the circumstances because he or\nshe has met the applicable standard of conduct set forth in the General\nCorporation Law of the State of Delaware, nor an actual determination by HP\n(including its Board of Directors, Independent Counsel or stockholders) that\nthe claimant has not met such applicable standard of conduct, shall be a\ndefense to the action or create a presumption that the claimant has not met the\napplicable standard of conduct.<\/p>\n\n\n\n
If a determination is made pursuant to this Section 6.1\nthat the claimant is entitled to indemnification, HP will be bound by such\ndetermination in any judicial proceeding commenced pursuant to the preceding\nparagraph of this Section 6.1.  HP will be precluded from asserting\nin<\/p>\n\n\n\n
18<\/p>\n\n
any judicial proceeding\ncommenced pursuant to the third paragraph of this Section 6.1 that the\nprocedures and presumptions of this Article VI are not valid, binding and\nenforceable and will stipulate in such proceeding that HP is bound by all the\nprovisions of this Article VI.  The right to indemnification and the\npayment of expenses incurred in defending a proceeding in advance of its final\ndisposition conferred in this Section 6.1 will not be exclusive of any\nother right which any person may have or hereafter acquire under any statute,\nprovision of the Certificate of Incorporation, Bylaws, agreement, vote of\nstockholders or Disinterested Directors or otherwise.  No repeal or\nmodification of this Article VI will in any way diminish or adversely\naffect the rights of any director, officer, employee or agent of HP hereunder\nin respect of any occurrence or matter arising prior to any such repeal or\nmodification.<\/p>\n\n\n\n
6.2           INDEMNIFICATION OF\nOTHERS<\/u>.  HP will have the power, to the maximum extent and in the\nmanner permitted by the General Corporation Law of Delaware, to indemnify each\nof its employees and agents (other than present and former directors and\nofficers) against expenses (including attorneys\u0092 fees), judgments, fines,\nsettlements and other amounts actually and reasonably incurred or suffered in\nconnection with any proceeding, arising by reason of the fact that such person\nis or was an employee or agent of HP.  For purposes of this Section 6.2,\nan \u0093employee\u0094 or \u0093agent\u0094 of HP (other than a director or officer) includes any\nperson (i) who is or was an employee or agent of HP, (ii) who is or\nwas serving at the request of HP as an employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise, or (iii) who\nwas an employee or agent of a corporation which was a predecessor corporation\nof HP or of another enterprise at the request of such predecessor\ncorporation.  To obtain indemnification\nunder this Section 6.2, a claimant will submit to the secretary of HP a\nwritten request, including therein or therewith such documentation and information\nas is reasonably available to the claimant and is reasonably necessary to\ndetermine whether and to what extent the claimant will be granted\nindemnification.<\/p>\n\n\n\n
6.3           INSURANCE<\/u>. \nHP may purchase and maintain insurance on behalf of any person who is or was a\ndirector, officer, employee or agent of HP, or is or was serving at the request\nof HP as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise against any liability\nasserted against him or her and incurred by him or her in any such capacity, or\narising out of his or her status as such, whether or not HP would have the\npower to indemnify him or her against such liability under the provisions of\nthe General Corporation Law of Delaware.<\/p>\n\n\n\n
6.4           EXPENSES<\/u>. \n\nHP will advance to any person eligible for indemnification pursuant to Section 6.1\nhereof, and may advance to any person eligible for indemnification pursuant to Section 6.2\nhereof, prior to the final disposition of the proceeding, all expenses\nreasonably incurred by any such person in connection with defending such\nproceeding, upon receipt of a request therefor and an undertaking by or on\nbehalf of such person to repay such amounts if it should be determined\nultimately that such person is not entitled to be indemnified under this Article VI\nor otherwise, such advances to be paid by HP within twenty (20) days after the\nreceipt by HP of a statement or statements from the claimant requesting such\nadvance or advances from time to time. \nNotwithstanding the foregoing, HP will not be required to advance\nexpenses in connection with any proceeding (or part thereof) initiated by any\nperson unless the proceeding was authorized in advance by the Board of\nDirectors of HP.<\/p>\n\n\n\n
19<\/p>\n\n\n
Notwithstanding the foregoing, unless\notherwise determined pursuant to Section 6.5, HP will not advance or\ncontinue to advance expenses to any person (except by reason of the fact that\nsuch person is or was a director of HP in which event this paragraph will not\napply) in any proceeding if a determination is reasonably and promptly made (i) by\nthe Board of Directors by a majority vote of Disinterested Directors, even\nthough less than a quorum (ii) if there are no Disinterested Directors or\nthe Disinterested Directors so direct, by Independent Counsel in a written\nopinion or (iii) by a majority vote of a committee of Disinterested\nDirectors designated by a majority vote of Disinterested Directors, that the\nfacts known to the decision-making party at the time such determination is made\ndemonstrate clearly and convincingly that such person acted in bad faith or in\na manner that such person did not believe to be in or not opposed to the best\ninterests of HP.<\/p>\n\n\n\n
6.5           NON-EXCLUSIVITY OF\nRIGHTS<\/u>.  The rights conferred on any person by this Article VI\nwill not be exclusive of any other right which such person may have or\nhereafter acquire under any statute, provision of the Certificate of\nIncorporation, Bylaws, agreement, vote of stockholders or Disinterested\nDirectors or otherwise, both as to action in his or her official capacity and\nas to action in another capacity while holding office.  HP is specifically\nauthorized to enter into individual contracts with any or all of its directors,\nofficers, employees or agents respecting indemnification and advances, to the\nfullest extent not prohibited by the General Corporation Law of Delaware.<\/p>\n\n\n\n
6.6           SURVIVAL OF RIGHTS<\/u>. \n\nThe rights conferred on any person by this Article VI will continue as to\na person who has ceased to be a director, officer, employee or other agent and\nwill inure to the benefit of the heirs, executors and administrators of such a\nperson.<\/p>\n\n\n\n
6.7           AMENDMENT<\/u>S. \nAny repeal or modification of this Article VI will only be prospective and\nwill not affect the rights under this Article VI in effect at the time of\nthe alleged occurrence of any action or omission to act that is the cause of\nany proceeding against any agent of HP.<\/p>\n\n\n\n
6.8           SEVERABILITY<\/u>.  If any provision or provisions of this Article VI\nwill be held to be invalid, illegal or unenforceable for any reason whatsoever:\n(i) the validity, legality and enforceability of the remaining provisions\nof this Article VI (including, without limitation, each portion of any\nparagraph of this Article VI containing any such provision held to be\ninvalid, illegal or unenforceable, that is not itself held to be invalid,\nillegal or unenforceable) will not in any way be affected or impaired thereby;\nand (ii) to the fullest extent possible, the provisions of this Article VI\n(including, without limitation, each such portion of any paragraph of this Article VI\ncontaining any such provision held to be invalid, illegal or unenforceable)\nwill be construed so as to give effect to the intent manifested by the\nprovision held invalid, illegal or unenforceable.<\/p>\n\n\n\n
6.9           NOTICE<\/u>.  Any notice, request or other communication\nrequired or permitted to be given to HP under this Article VI will be in\nwriting and either delivered in person or sent by confirmed telecopy,\nelectronic mail, overnight mail or courier service, or certified or registered\nmail, postage or charges prepaid, return copy requested, to the secretary of HP\nand will be effective only upon receipt by the secretary.<\/p>\n\n\n\n
20<\/p>\n\n\n\n
6.10         DEFINITIONS<\/u>.  For the purpose of this Article VI, a \u0093Change\nof Control\u0094 will mean:<\/p>\n\n\n\n
(1)           the\nacquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or\n14(d)(2) of the 1934 Act (a \u0093Person\u0094) of beneficial ownership (within the\nmeaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of\neither (i) the then outstanding shares of common stock of HP (the \u0093Outstanding\nCorporation Common Stock\u0094) or (ii) the combined voting power of the then\noutstanding voting securities of HP entitled to vote generally in the election\nof directors (the \u0093Outstanding Corporation Voting Securities\u0094).  Notwithstanding the foregoing,  for purposes of this part (1), the following\nacquisitions will not constitute a Change of Control: (i) any acquisition\ndirectly from HP or any acquisition from other stockholders where (A) such\nacquisition was approved in advance by the Board of Directors of HP, and (B) such\nacquisition would not constitute a Change of Control under the first sentence\nof part (1) of this definition, (ii) any acquisition by HP, (iii) any\nacquisition by any employee benefit plan (or related trust) sponsored or\nmaintained by HP or any corporation controlled by HP, or (iv) any\nacquisition by any corporation pursuant to a transaction which complies with\nclauses (i), (ii) and (iii) of the second sentence of part (1) of\nthis definition; or<\/p>\n\n\n\n
(2)           individuals\nwho, as of the date hereof, constitute the \nBoard of Directors (the \u0093Incumbent Board\u0094) cease for any reason to\nconstitute at least a majority of the Board of Directors; provided, however,\nthat any individual becoming a director subsequent to the date hereof whose\nelection, or nomination for election by the stockholders, was approved by a\nvote of at least a majority of the directors then comprising the Incumbent\nBoard will be considered as though such individual were a member of the\nIncumbent Board, but excluding, for this purpose, any such individual whose\ninitial assumption of office occurs as a result of an actual or threatened\nelection contest with respect to the election or removal of directors or other\nactual or threatened solicitation of proxies or consents by or on behalf of a\nPerson other than the Board of Directors; or<\/p>\n\n\n\n
(3)           consummation\nof a reorganization, merger or consolidation or sale or other disposition of\nall or substantially all of the assets of HP (a \u0093Business Combination\u0094), in\neach case, unless, following such Business Combination, (i) all or\nsubstantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Corporation Common Stock and\nOutstanding HP Voting Securities immediately prior to such Business Combination\nbeneficially own, directly or indirectly, more than 50% of, respectively, the\nthen outstanding shares of common stock and the combined voting power of the\nthen outstanding voting securities entitled to vote generally in the election\nof directors, as the case may be, of HP resulting from such Business\nCombination (including, without limitation, a corporation which as a result of such\ntransaction owns HP or all or substantially all of HP\u0092s assets either directly\nor through one or more subsidiaries) in substantially the same proportions as\ntheir ownership, immediately prior to such Business Combination of the\nOutstanding HP Common Stock and Outstanding HP Voting Securities, as the case\nmay be, (ii) no Person (excluding any corporation resulting from such\nBusiness Combination or any employee benefit plan (or related trust) of HP or\nsuch corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20% or more of, respectively, the then outstanding\nshares of common stock of the corporation resulting from such Business\nCombination or the combined voting power of the then<\/p>\n\n\n\n
21<\/p>\n\n\n\n\n
outstanding voting securities\nof such corporation except to the extent that such ownership existed prior to\nthe Business Combination, and (iii) at least a majority of the members of\nthe Board of Directors of HP resulting from such Business Combination were\nmembers of the Incumbent Board at the time of the execution of the initial\nagreement, or of the action of the Board of Directors, providing for such\nBusiness Combination; or<\/p>\n\n\n\n
(4)           approval\nby the stockholders of a complete liquidation or dissolution of HP.<\/p>\n\n\n\n
For purposes of this Bylaw:<\/p>\n\n\n\n
\u0093Disinterested Director<\/u>\u0094 will mean a\ndirector of HP who is not and was not a party to the matter in respect of which\nindemnification is sought by the claimant.<\/p>\n\n\n\n
\u0093Independent Counsel<\/u>\u0094 will mean a law\nfirm, a member of a law firm, or an independent practitioner, that is\nexperienced in matters of corporation law and will include any person who,\nunder the applicable standards of professional conduct then prevailing, would\nnot have a conflict of interest in representing either HP or the claimant in an\naction to determine the claimant\u0092s rights under this Article VI.<\/p>\n\n\n\n
ARTICLE VII<\/p>\n\n\n\n
RECORDS AND\nREPORTS<\/u><\/p>\n\n\n\n
7.1           MAINTENANCE AND\nINSPECTION OF RECORDS<\/u>.  HP will, either at its principal executive\noffice or at such place or places as designated by the Board of Directors or\nthe secretary, keep a record of its stockholders listing their names and\naddresses and the number and class of shares held by each stockholder, a copy\nof these Bylaws as amended to date, accounting books and other records.<\/p>\n\n\n\n
Any stockholder of record or beneficial owner\nof shares held either in a voting trust or by a nominee on behalf of such\nperson, in person or by attorney or other agent, will, upon written demand\nunder oath stating the purpose thereof, have the right during the usual hours\nfor business to inspect for any proper purpose HP\u0092s stock ledger, a list of its\nstockholders, and its other books and records and to make copies or extracts\ntherefrom.  In every instance where the stockholder is other than a record\nholder of stock in HP, the demand under oath will state the person\u0092s status as\na stockholder, be accompanied by documentary evidence of beneficial ownership\nof the stock and state that such documentary evidence is a true and correct\ncopy of what it purports to be.  A proper\npurpose will mean a purpose reasonably related to such person\u0092s interest as a\nstockholder.  In every instance where an attorney or other agent is the\nperson who seeks the right to inspection, the demand under oath will be accompanied\nby a power of attorney or such other writing that authorizes the attorney or\nother agent to so act on behalf of the stockholder.  The demand under oath\nwill be directed to HP at its registered office in Delaware or to the secretary\nof HP at HP\u0092s principal place of business. \n\nFor purposes of this Section 7.1, \u0093under oath\u0094 will include\nstatements the declarant affirms to be true under penalty of perjury under the\nlaws of the United States or any state thereof.<\/p>\n\n\n\n
22<\/p>\n\n\n
7.2           INSPECTION BY\nDIRECTORS<\/u>.  Any director will have the right to examine HP\u0092s stock\nledger, a list of its stockholders and its other books and records for a\npurpose reasonably related to his or her position as a director.  The\nburden of proof will be upon HP to establish that the inspection such director\nseeks is for an improper purpose.  The\nCourt of Chancery is hereby vested with the exclusive jurisdiction to determine\nwhether a director is entitled to the inspection sought.  The Court may\nsummarily order HP to permit the director to inspect any and all books and\nrecords, the stock ledger, and the stock list and to make copies or extracts\ntherefrom.  The Court may, in its discretion, prescribe any limitations or\nconditions with reference to the inspection, or award such other and further\nrelief as the Court may deem just and proper.<\/p>\n\n\n\n
7.3           REPRESENTATION OF\nSHARES OF OTHER CORPORATIONS<\/u>.  The chief executive officer or any\nother officer of HP who serves on the Board of Directors of another entity at\nthe request of or with the approval of HP or who is otherwise duly authorized\nmay vote, represent, and exercise on behalf of HP all rights incident to any\nand all shares or other equity interest of any other entity or corporations\nstanding in the name of HP; provided, however, that the granting of any proxy\nin connection with an annual meeting of stockholders of any such entity will be\nsubject to prior review by the secretary or assistant secretary of HP, and,\nprovided further, that the granting of any proxy in connection with an annual\nmeeting of stockholders of any entity in which an HP employee benefit plan is a\nstockholder will be determined by the Investment Review Committee of HP or its\ndelegate.  The authority herein granted may be exercised either by such\nperson directly or by any other person authorized to do so by such person\nhaving the authority.<\/p>\n\n\n\n
ARTICLE VIII<\/p>\n\n\n\n
GENERAL\nMATTERS<\/u><\/p>\n\n\n\n
8.1           RECORD DATE FOR\nPURPOSES OTHER THAN NOTICE AND VOTING<\/u>.  For purposes of determining\nthe stockholders entitled to receive payment of any dividend or other\ndistribution or allotment of any rights or the stockholders entitled to\nexercise any rights in respect of any other lawful action, the Board of\nDirectors may fix a record date, which will not be more than sixty (60) days\nbefore any such action, and which record date will not precede the date upon\nwhich the resolution fixing the record date is adopted.  In that case,\nonly stockholders of record at the close of business on the date so fixed are\nentitled to receive the dividend, distribution or allotment of rights, or to\nexercise such rights, as the case may be, notwithstanding any transfer of any\nshares on the books of HP after the record date so fixed, except as otherwise\nprovided in the Certificate of Incorporation, by these Bylaws, by agreement or\nby law.<\/p>\n\n\n\n
If the Board of Directors does not so fix a\nrecord date, then the record date for determining stockholders for any such\npurpose will be at the close of business on the day on which the Board of\nDirectors adopts the applicable resolution.<\/p>\n\n\n\n
8.2           CHECKS; DRAFTS;\nEVIDENCES OF INDEBTEDNESS<\/u>.  From time to time, the Board of Directors\nor its delegate will determine by resolution which person or persons may sign<\/p>\n\n\n\n
23<\/p>\n\n\n\n\n\n
or endorse all checks, drafts, other orders for payment of money, notes\nor other evidences of indebtedness that are issued in the name of or payable to\nHP, and only the persons so authorized will sign or endorse those instruments.<\/p>\n\n\n\n
8.3           CORPORATE CONTRACTS\nAND INSTRUMENTS; HOW EXECUTED<\/u>.  The Board of Directors may authorize\nany officer or officers, or agent or agents, to enter into any contract or\nexecute any instrument in the name of and on behalf of HP; such authority may\nbe general or confined to specific instances.  Unless so authorized or\nratified by the Board of Directors, provided in these Bylaws or within the\nagency power of an officer, no officer, agent or employee will have any power\nor authority to bind HP by any contract or engagement or to pledge its credit or\nto render it liable for any purpose or for any amount.<\/p>\n\n\n\n
8.4           FISCAL YEAR<\/u>. \nThe fiscal year of HP will begin on the first day of November of each year\nand end on the last day of October of the following year.<\/p>\n\n\n\n
8.5           STOCK CERTIFICATES<\/u>. \n\nThere will be issued to each holder of fully paid shares of the capital stock\nof HP a certificate or certificates for such shares, if so requested by the\nholder (in the absence of such request, shares may be issued in book-entry\nform).  To the extent required by the General Corporation Law of the State\nof Delaware, every holder of shares of HP will be entitled to have a\ncertificate signed by, or in the name of HP by, the president and by the\ntreasurer or an assistant treasurer, or the secretary or an assistant secretary\nof HP representing the number of shares registered in certificate form. \nAny or all of the signatures on the certificate may be a facsimile.  In\ncase any officer, transfer agent or registrar who has signed or whose facsimile\nsignature has been placed upon a certificate has ceased to be such officer,\ntransfer agent or registrar before such certificate is issued, it may be issued\nby HP with the same effect as if he or she were such officer, transfer agent or\nregistrar at the date of issue.<\/p>\n\n\n\n
8.6           SPECIAL DESIGNATION\nON CERTIFICATES<\/u>.  If HP is authorized to issue more than one class of\nstock or more than one series of any class, then the powers, the designations,\nthe preferences, and the relative, participating, optional or other special\nrights of each class of stock or series thereof and the qualifications,\nlimitations or restrictions of such preferences and\/or rights will be set forth\nin full or summarized on the face or back of the certificate that HP will issue\nto represent such class or series of stock; provided, however, that, except as\notherwise provided in Section 202 of the General Corporation Law of\nDelaware, in lieu of the foregoing requirements there may be set forth on the\nface or back of the certificate that HP will issue to represent such class or\nseries of stock a statement that HP will furnish without charge to each\nstockholder who so requests the powers, the designations, the preferences, and\nthe relative, participating, optional or other special rights of each class of\nstock or series thereof and the qualifications, limitations or restrictions of\nsuch preferences and\/or rights.<\/p>\n\n\n\n
8.7           LOST CERTIFICATES<\/u>. \nHP, directly or through its transfer or exchange agent, may issue a new share\ncertificate or new certificate for any other security in the place of any certificate\ntheretofore issued by it, alleged to have been lost, stolen or destroyed, and\nHP, directly or through its transfer or exchange agent, may require the owner\nof the lost, stolen or destroyed certificate or the owner\u0092s legal\nrepresentative to give HP a bond (or other adequate security) sufficient to\nindemnify it against any claim that may be made against it (including any\nexpense<\/p>\n\n\n\n
24<\/p>\n\n\n
or liability) on account of the alleged loss, theft or destruction of\nany such certificate or the issuance of such new certificate.  The Board\nof Directors may adopt such other provisions and restrictions with reference to\nlost certificates, not inconsistent with applicable law, as appropriate.<\/p>\n\n\n\n
8.8           CONSTRUCTION;\nDEFINITIONS<\/u>.  Unless the context requires otherwise, the general\nprovisions, rules of construction, and definitions in the General\nCorporation Law of Delaware will govern the construction of these Bylaws. \nWithout limiting the generality of this provision, the singular number includes\nthe plural, the plural number includes the singular, and the term \u0093person\u0094\n\nincludes both a corporation and a natural person.<\/p>\n\n\n\n
8.9           PROVISIONS CONTRARY\nTO PROVISIONS OF LAW<\/u>.  Any article, section, subsection, subdivision,\nsentence, clause or phrase of these Bylaws which upon being construed in the\nmanner provided in Section 8.9 hereof, is contrary to or inconsistent with\nany applicable provisions of law, will not apply so long as such provisions of\nlaw remain in effect, but such result will not affect the validity or\napplicability of any other portions of these Bylaws, it being hereby declared\nthat these Bylaws would have been adopted and each article, section,\nsubsection, subdivision, sentence, clause or phrase thereof, irrespective of\nthe fact that any one or more articles, sections, subsections, subdivisions,\nsentences, clauses or phrases is or are illegal.<\/p>\n\n\n\n
8.10         NOTICES<\/u>.  Any\nreference in these Bylaws to the time a notice is given or sent means, unless\notherwise expressly provided, the time a written notice by mail is deposited in\nthe United States mails, postage prepaid; or the time any other written notice\nis personally delivered to the recipient or is delivered to a carrier for\ntransmission, or actually transmitted by the person giving the notice by\nfacsimile, electronic mail or other electronic means, to the recipient; or the\ntime any oral notice is communicated, in person or by telephone, to the\nrecipient or to a person at the office of the recipient who the person giving\nthe notice has reason to believe will promptly communicate it to the recipient.<\/p>\n\n\n\n
8.11         REMOTE COMMUNICATION<\/u>.  For the purposes of these Bylaws, if\nauthorized by the Board of Directors in its sole discretion, and subject to\nsuch guidelines and procedures as the Board of Directors may adopt,\nstockholders and proxyholders may, by means of remote communication:<\/p>\n\n\n\n
(a)           participate\nin a meeting of stockholders; and<\/p>\n\n\n\n
(b)           be\ndeemed present in person and vote at a meeting of stockholders whether such\nmeeting is to be held at a designated place or solely by means of remote\ncommunication, provided that (i) HP will implement reasonable measures to\nverify that each person deemed present and permitted to vote at the meeting by\nmeans of remote communication is a stockholder or proxyholder, (ii) HP\nwill implement reasonable measures to provide such stockholders and\nproxyholders a reasonable opportunity to participate in the meeting and to vote\non matters submitted to the stockholder, including an opportunity to read or\nhear the proceedings of the meeting substantially concurrently with such\nproceedings, and (iii) if any stockholder or proxyholder votes or takes\nother action at the meeting by means of remote communication, HP or its agent\nwill maintain a record of such vote or other action.<\/p>\n\n\n\n
25<\/p>\n\n\n\n
8.12         ELECTRONIC\nTRANSMISSION<\/u>.  For purposes of these\nBylaws, \u0093electronic transmission\u0094 means any form of communication, not directly\ninvolving the physical transmission of paper, that creates a record that may be\nretained, retrieved, and reviewed by a recipient thereof, and that may be\ndirectly reproduced in paper form by such a recipient through an automated\nprocess.<\/p>\n\n\n\n
ARTICLE IX<\/p>\n\n\n\n
AMENDMENTS<\/u><\/p>\n\n\n\n
The Bylaws of HP may be adopted, amended or\nrepealed by the stockholders entitled to vote; provided, however, that HP may,\nin its Certificate of Incorporation, confer the power to adopt, amend or repeal\nbylaws upon the directors; and, provided further, that any proposal by a\nstockholder to amend these Bylaws will be subject to the provisions of Article\nII and Article VI hereof.  The fact that such power has been so\nconferred upon the directors will not divest the stockholders of the power, nor\nlimit their power to adopt, amend or repeal bylaws.  Notwithstanding the\nforegoing, amendment or deletion of all or any portion of Article II\nhereof, Section 3.2 hereof, Section 3.3 hereof, Section 3.4\nhereof, Section 6.1 and 6.4 hereof or this Article IX by the\nstockholders of HP will require the affirmative vote of sixty-six and two-thirds\npercent (66 2\/3%) of the outstanding shares entitled to vote thereon.<\/p>\n\n\n\n
Amended and restated effective November 22,\n2005.<\/p>\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9573,9574],"class_list":["post-41392","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41392","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=41392"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41392"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41392"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41392"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}