{"id":41423,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-akamai-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-akamai-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-akamai-technologies-inc.html","title":{"rendered":"By-Laws &#8211; Akamai Technologies Inc."},"content":{"rendered":"<pre>                                     BY-LAWS\n\n                                       OF\n\n                            AKAMAI TECHNOLOGIES, INC.\n\n                                     BY-LAWS\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                                               Page\n\n                                                                                                         \nARTICLE 1 -       Stockholders....................................................................................1\n                  1.1      Place of Meetings......................................................................1\n                  1.2      Annual Meeting.........................................................................1\n                  1.3      Special Meetings.......................................................................1\n                  1.4      Notice of Meetings.....................................................................1\n                  1.5      Voting List............................................................................2\n                  1.6      Quorum.................................................................................2\n                  1.7      Adjournments...........................................................................2\n                  1.8      Voting and Proxies.....................................................................2\n                  1.9      Action at Meeting......................................................................2\n                  1.10     Action without Meeting.................................................................3\n\nARTICLE 2  -      Directors.......................................................................................3\n                  2.1      General Powers.........................................................................3\n                  2.2      Number; Election and Qualification.....................................................3\n                  2.3      Enlargement of the Board...............................................................3\n                  2.4      Tenure.................................................................................3\n                  2.5      Vacancies..............................................................................4\n                  2.6      Resignation............................................................................4\n                  2.7      Regular Meetings.......................................................................4\n                  2.8      Special Meetings.......................................................................4\n                  2.9      Notice of Special Meetings.............................................................4\n                  2.10     Meetings by Telephone Conference Calls.................................................4\n                  2.11     Quorum.................................................................................5\n                  2.12     Action at Meeting......................................................................5\n                  2.13     Action by Consent......................................................................5\n                  2.14     Removal................................................................................5\n                  2.15     Committees.............................................................................5\n                  2.16     Compensation of Directors..............................................................6\n\nARTICLE 3 -       Officers........................................................................................6\n                  3.1      Enumeration............................................................................6\n                  3.2      Election...............................................................................6\n                  3.3      Qualification..........................................................................6\n                  3.4      Tenure.................................................................................6\n                  3.5      Resignation and Removal................................................................6\n                  3.6      Vacancies..............................................................................7\n                  3.7      Chairman of the Board and Vice-Chairman of the Board...................................7\n                  3.8      President..............................................................................7\n                  3.9      Vice Presidents........................................................................7\n\n\n\n\n<font size=\"2\">\n                                                                                                                          \n                  3.10     Secretary and Assistant Secretaries....................................................8\n                  3.11     Treasurer and Assistant Treasurers.....................................................8\n                  3.12     Salaries...............................................................................8\n\nARTICLE 4 -       Capital Stock...................................................................................9\n                  4.1      Issuance of Stock......................................................................9\n                  4.2      Certificates of Stock..................................................................9\n                  4.3      Transfers..............................................................................9\n                  4.4      Lost, Stolen or Destroyed Certificates................................................10\n                  4.5      Record Date...........................................................................10\n\nARTICLE 5 -       General Provisions.............................................................................11\n                  5.1      Fiscal Year...........................................................................11\n                  5.2      Corporate Seal........................................................................11\n                  5.3      Waiver of Notice......................................................................11\n                  5.4      Voting of Securities..................................................................11\n                  5.5      Evidence of Authority.................................................................11\n                  5.6      Certificate of Incorporation..........................................................11\n                  5.7      Transactions with Interested Parties..................................................11\n                  5.8      Severability..........................................................................12\n                  5.9      Pronouns..............................................................................12\n\nARTICLE 6 -       Amendments.....................................................................................12\n                  6.1      By the Board of Directors.............................................................12\n                  6.2      By the Stockholders...................................................................12\n<\/font>\n\n                                      -ii-\n\n                                     BY-LAWS\n\n                                       OF\n\n                            AKAMAI TECHNOLOGIES, INC.\n\n                            ARTICLE 1 - Stockholders\n                            ------------------------\n\n         1.1 Place of Meetings. All meetings of stockholders shall be held at\nsuch place within or without the State of Delaware as may be designated from\ntime to time by the Board of Directors or the President or, if not so\ndesignated, at the registered office of the corporation.\n\n         1.2 Annual Meeting. The annual meeting of stockholders for the election\nof directors and for the transaction of such other business as may properly be\nbrought before the meeting shall be held on a date to be fixed by the Board of\nDirectors or the President (which date shall not be a legal holiday in the place\nwhere the meeting is to be held) at the time and place to be fixed by the Board\nof Directors or the President and stated in the notice of the meeting. If no\nannual meeting is held in accordance with the foregoing provisions, the Board of\nDirectors shall cause the meeting to be held as soon thereafter as convenient.\nIf no annual meeting is held in accordance with the foregoing provisions, a\nspecial meeting may be held in lieu of the annual meeting, and any action taken\nat that special meeting shall have the same effect as if it had been taken at\nthe annual meeting, and in such case all references in these By-laws to the\nannual meeting of the stockholders shall be deemed to refer to such special\nmeeting.\n\n         1.3 Special Meetings. Special meetings of stockholders may be called at\nany time by the President or by the Board of Directors. Business transacted at\nany special meeting of stockholders shall be limited to matters relating to the\npurpose or purposes stated in the notice of meeting.\n\n         1.4 Notice of Meetings. Except as otherwise provided by law, written\nnotice of each meeting of stockholders, whether annual or special, shall be\ngiven not less than 10 nor more than 60 days before the date of the meeting to\neach stockholder entitled to vote at such meeting. The notices of all meetings\nshall state the place, date and hour of the meeting. The notice of a special\nmeeting shall state, in addition, the purpose or purposes for which the meeting\nis called. If mailed, notice is given when deposited in the United States mail,\npostage prepaid, directed to the stockholder at his address as it appears on the\nrecords of the corporation.\n\n                                       -1-\n\n         1.5 Voting List. The officer who has charge of the stock ledger of the\ncorporation shall prepare, at least 10 days before every meeting of\nstockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\n10 days prior to the meeting, at a place within the city where the meeting is to\nbe held. The list shall also be produced and kept at the time and place of the\nmeeting during the whole time of the meeting, and may be inspected by any\nstockholder who is present.\n\n         1.6 Quorum. Except as otherwise provided by law, the Certificate of\nIncorporation or these By-laws, the holders of a majority of the shares of the\ncapital stock of the corporation issued and outstanding and entitled to vote at\nthe meeting, present in person or represented by proxy, shall constitute a\nquorum for the transaction of business.\n\n         1.7 Adjournments. Any meeting of stockholders may be adjourned to any\nother time and to any other place at which a meeting of stockholders may be held\nunder these By-laws by the stockholders present or represented at the meeting\nand entitled to vote, although less than a quorum, or, if no stockholder is\npresent, by any officer entitled to preside at or to act as Secretary of such\nmeeting. It shall not be necessary to notify any stockholder of any adjournment\nof less than 30 days if the time and place of the adjourned meeting are\nannounced at the meeting at which adjournment is taken, unless after the\nadjournment a new record date is fixed for the adjourned meeting. At the\nadjourned meeting, the corporation may transact any business which might have\nbeen transacted at the original meeting.\n\n         1.8 Voting and Proxies. Each stockholder shall have one vote for each\nshare of stock entitled to vote held of record by such stockholder and a\nproportionate vote for each fractional share so held, unless otherwise provided\nin the Certificate of Incorporation. Each stockholder of record entitled to vote\nat a meeting of stockholders, or to express consent or dissent to corporate\naction in writing without a meeting, may vote or express such consent or dissent\nin person or may authorize another person or persons to vote or act for him by\nwritten proxy executed by the stockholder or his authorized agent and delivered\nto the Secretary of the corporation. No such proxy shall be voted or acted upon\nafter three years from the date of its execution, unless the proxy expressly\nprovides for a longer period.\n\n         1.9 Action at Meeting. When a quorum is present at any meeting, the\nholders of shares of stock representing a majority of the votes cast on a matter\n(or if there are two or more classes of stock entitled to vote as separate\nclasses, then in the case of each such class, the holders of shares of stock of\nthat class representing a\n\n                                       -2-\n\nmajority of the votes cast on a matter) shall decide any matter to be voted upon\nby the stockholders at such meeting, except when a different vote is required by\nexpress provision of law, the Certificate of Incorporation or these By-Laws.\nWhen a quorum is present at any meeting, any election by stockholders shall be\ndetermined by a plurality of the votes cast on the election.\n\n         1.10 Action without Meeting. Any action required or permitted to be\ntaken at any annual or special meeting of stockholders of the corporation may be\ntaken without a meeting, without prior notice and without a vote, if a consent\nin writing, setting forth the action so taken, is signed by the holders of\noutstanding stock having not less than the minimum number of votes that would be\nnecessary to authorize or take such action at a meeting at which all shares\nentitled to vote on such action were present and voted. Prompt notice of the\ntaking of corporate action without a meeting by less than unanimous written\nconsent shall be given to those stockholders who have not consented in writing.\n\n                              ARTICLE 2 - Directors\n                              ---------------------\n\n         2.1 General Powers. The business and affairs of the corporation shall\nbe managed by or under the direction of a Board of Directors, who may exercise\nall of the powers of the corporation except as otherwise provided by law or the\nCertificate of Incorporation. In the event of a vacancy in the Board of\nDirectors, the remaining directors, except as otherwise provided by law, may\nexercise the powers of the full Board until the vacancy is filled.\n\n         2.2 Number; Election and Qualification. The number of directors which\nshall constitute the whole Board of Directors shall be determined by resolution\nof the stockholders or the Board of Directors, but in no event shall be less\nthan one. The number of directors may be decreased at any time and from time to\ntime either by the stockholders or by a majority of the directors then in\noffice, but only to eliminate vacancies existing by reason of the death,\nresignation, removal or expiration of the term of one or more directors. The\ndirectors shall be elected at the annual meeting of stockholders by such\nstockholders as have the right to vote on such election. Directors need not be\nstockholders of the corporation.\n\n         2.3 Enlargement of the Board. The number of directors may be increased\nat any time and from time to time by the stockholders or by a majority of the\ndirectors then in office.\n\n         2.4 Tenure. Each director shall hold office until the next annual\nmeeting and until his successor is elected and qualified, or until his earlier\ndeath, resignation or removal.\n\n                                       -3-\n\n         2.5 Vacancies. Unless and until filled by the stockholders, any vacancy\nin the Board of Directors, however occurring, including a vacancy resulting from\nan enlargement of the Board, may be filled by vote of a majority of the\ndirectors then in office, although less than a quorum, or by a sole remaining\ndirector. A director elected to fill a vacancy shall be elected for the\nunexpired term of his predecessor in office, and a director chosen to fill a\nposition resulting from an increase in the number of directors shall hold office\nuntil the next annual meeting of stockholders and until his successor is elected\nand qualified, or until his earlier death, resignation or removal.\n\n         2.6 Resignation. Any director may resign by delivering his written\nresignation to the corporation at its principal office or to the President or\nSecretary. Such resignation shall be effective upon receipt unless it is\nspecified to be effective at some other time or upon the happening of some other\nevent.\n\n         2.7 Regular Meetings. Regular meetings of the Board of Directors may be\nheld without notice at such time and place, either within or without the State\nof Delaware, as shall be determined from time to time by the Board of Directors;\nprovided that any director who is absent when such a determination is made shall\nbe given notice of the determination. A regular meeting of the Board of\nDirectors may be held without notice immediately after and at the same place as\nthe annual meeting of stockholders.\n\n         2.8 Special Meetings. Special meetings of the Board of Directors may be\nheld at any time and place, within or without the State of Delaware, designated\nin a call by the Chairman of the Board, President, two or more directors, or by\none director in the event that there is only a single director in office.\n\n         2.9 Notice of Special Meetings. Notice of any special meeting of\ndirectors shall be given to each director by the Secretary or by the officer or\none of the directors calling the meeting. Notice shall be duly given to each\ndirector (i) by giving notice to such director in person or by telephone at\nleast 48 hours in advance of the meeting, (ii) by sending a telegram or telex,\nor delivering written notice by hand, to his last known business or home address\nat least 48 hours in advance of the meeting, or (iii) by mailing written notice\nto his last known business or home address at least 72 hours in advance of the\nmeeting. A notice or waiver of notice of a meeting of the Board of Directors\nneed not specify the purposes of the meeting.\n\n         2.10 Meetings by Telephone Conference Calls. Directors or any members\nof any committee designated by the directors may participate in a meeting of the\nBoard of Directors or such committee by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\n\n                                       -4-\n\nmeeting can hear each other, and participation by such means shall constitute\npresence in person at such meeting.\n\n         2.11 Quorum. A majority of the total number of the whole Board of\nDirectors shall constitute a quorum at all meetings of the Board of Directors.\nIn the event one or more of the directors shall be disqualified to vote at any\nmeeting, then the required quorum shall be reduced by one for each such director\nso disqualified; provided, however, that in no case shall less than one-third\n(1\/3) of the number so fixed constitute a quorum. In the absence of a quorum at\nany such meeting, a majority of the directors present may adjourn the meeting\nfrom time to time without further notice other than announcement at the meeting,\nuntil a quorum shall be present.\n\n         2.12 Action at Meeting. At any meeting of the Board of Directors at\nwhich a quorum is present, the vote of a majority of those present shall be\nsufficient to take any action, unless a different vote is specified by law, the\nCertificate of Incorporation or these By-Laws.\n\n         2.13 Action by Consent. Any action required or permitted to be taken at\nany meeting of the Board of Directors or of any committee of the Board of\nDirectors may be taken without a meeting, if all members of the Board or\ncommittee, as the case may be, consent to the action in writing, and the written\nconsents are filed with the minutes of proceedings of the Board or committee.\n\n         2.14 Removal. Except as otherwise provided by the General Corporation\nLaw of Delaware, any one or more or all of the directors may be removed, with or\nwithout cause, by the holders of a majority of the shares then entitled to vote\nat an election of directors, except that the directors elected by the holders of\na particular class or series of stock may be removed without cause only by vote\nof the holders of a majority of the outstanding shares of such class or series.\n\n         2.15 Committees. The Board of Directors may designate one or more\ncommittees, each committee to consist of one or more of the directors of the\ncorporation. The Board may designate one or more directors as alternate members\nof any committee, who may replace any absent or disqualified member at any\nmeeting of the committee. In the absence or disqualification of a member of a\ncommittee, the member or members of the committee present at any meeting and not\ndisqualified from voting, whether or not he or they constitute a quorum, may\nunanimously appoint another member of the Board of Directors to act at the\nmeeting in the place of any such absent or disqualified member. Any such\ncommittee, to the extent provided in the resolution of the Board of Directors\nand subject to the provisions of the General Corporation Law of the State of\nDelaware, shall have and may exercise all the powers and authority of the Board\nof Directors in the management of the business and affairs of the corporation\nand may authorize the seal of the corporation\n\n                                       -5-\n\nto be affixed to all papers which may require it. Each such committee shall keep\nminutes and make such reports as the Board of Directors may from time to time\nrequest. Except as the Board of Directors may otherwise determine, any committee\nmay make rules for the conduct of its business, but unless otherwise provided by\nthe directors or in such rules, its business shall be conducted as nearly as\npossible in the same manner as is provided in these By-laws for the Board of\nDirectors.\n\n         2.16 Compensation of Directors. Directors may be paid such compensation\nfor their services and such reimbursement for expenses of attendance at meetings\nas the Board of Directors may from time to time determine. No such payment shall\npreclude any director from serving the corporation or any of its parent or\nsubsidiary corporations in any other capacity and receiving compensation for\nsuch service.\n\n                              ARTICLE 3 - Officers\n                              --------------------\n\n         3.1 Enumeration. The officers of the corporation shall consist of a\nPresident, a Secretary, a Treasurer and such other officers with such other\ntitles as the Board of Directors shall determine, including a Chairman of the\nBoard, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant\nTreasurers, and Assistant Secretaries. The Board of Directors may appoint such\nother officers as it may deem appropriate.\n\n         3.2 Election. The President, Treasurer and Secretary shall be elected\nannually by the Board of Directors at its first meeting following the annual\nmeeting of stockholders. Other officers may be appointed by the Board of\nDirectors at such meeting or at any other meeting.\n\n         3.3 Qualification. No officer need be a stockholder. Any two or more\noffices may be held by the same person.\n\n         3.4 Tenure. Except as otherwise provided by law, by the Certificate of\nIncorporation or by these By-laws, each officer shall hold office until his\nsuccessor is elected and qualified, unless a different term is specified in the\nvote choosing or appointing him, or until his earlier death, resignation or\nremoval.\n\n         3.5 Resignation and Removal. Any officer may resign by delivering his\nwritten resignation to the corporation at its principal office or to the\nPresident or Secretary. Such resignation shall be effective upon receipt unless\nit is specified to be effective at some other time or upon the happening of some\nother event.\n\n         Any officer may be removed at any time, with or without cause, by vote\nof a majority of the entire number of directors then in office.\n\n                                       -6-\n\n         Except as the Board of Directors may otherwise determine, no officer\nwho resigns or is removed shall have any right to any compensation as an officer\nfor any period following his resignation or removal, or any right to damages on\naccount of such removal, whether his compensation be by the month or by the year\nor otherwise, unless such compensation is expressly provided in a duly\nauthorized written agreement with the corporation.\n\n         3.6 Vacancies. The Board of Directors may fill any vacancy occurring in\nany office for any reason and may, in its discretion, leave unfilled for such\nperiod as it may determine any offices other than those of President, Treasurer\nand Secretary. Each such successor shall hold office for the unexpired term of\nhis predecessor and until his successor is elected and qualified, or until his\nearlier death, resignation or removal.\n\n         3.7 Chairman of the Board and Vice-Chairman of the Board. The Board of\nDirectors may appoint a Chairman of the Board and may designate the Chairman of\nthe Board as Chief Executive Officer. If the Board of Directors appoints a\nChairman of the Board, he shall perform such duties and possess such powers as\nare assigned to him by the Board of Directors. If the Board of Directors\nappoints a Vice-Chairman of the Board, he shall, in the absence or disability of\nthe Chairman of the Board, perform the duties and exercise the powers of the\nChairman of the Board and shall perform such other duties and possess such other\npowers as may from time to time be vested in him by the Board of Directors.\n\n         3.8 President. The President shall, subject to the direction of the\nBoard of Directors, have general charge and supervision of the business of the\ncorporation. Unless otherwise provided by the Board of Directors, he shall\npreside at all meetings of the stockholders and, if he is a director, at all\nmeetings of the Board of Directors. Unless the Board of Directors has designated\nthe Chairman of the Board or another officer as Chief Executive Officer, the\nPresident shall be the Chief Executive Officer of the corporation. The President\nshall perform such other duties and shall have such other powers as the Board of\nDirectors may from time to time prescribe.\n\n         3.9 Vice Presidents. Any Vice President shall perform such duties and\npossess such powers as the Board of Directors or the President may from time to\ntime prescribe. In the event of the absence, inability or refusal to act of the\nPresident, the Vice President (or if there shall be more than one, the Vice\nPresidents in the order determined by the Board of Directors) shall perform the\nduties of the President and when so performing shall have all the powers of and\nbe subject to all the restrictions upon the President. The Board of Directors\nmay assign to any Vice President the title of Executive Vice President, Senior\nVice President or any other title selected by the Board of Directors.\n\n                                       -7-\n\n         3.10 Secretary and Assistant Secretaries. The Secretary shall perform\nsuch duties and shall have such powers as the Board of Directors or the\nPresident may from time to time prescribe. In addition, the Secretary shall\nperform such duties and have such powers as are incident to the office of the\nsecretary, including without limitation the duty and power to give notices of\nall meetings of stockholders and special meetings of the Board of Directors, to\nattend all meetings of stockholders and the Board of Directors and keep a record\nof the proceedings, to maintain a stock ledger and prepare lists of stockholders\nand their addresses as required, to be custodian of corporate records and the\ncorporate seal and to affix and attest to the same on documents.\n\n         Any Assistant Secretary shall perform such duties and possess such\npowers as the Board of Directors, the President or the Secretary may from time\nto time prescribe. In the event of the absence, inability or refusal to act of\nthe Secretary, the Assistant Secretary, (or if there shall be more than one, the\nAssistant Secretaries in the order determined by the Board of Directors) shall\nperform the duties and exercise the powers of the Secretary.\n\n         In the absence of the Secretary or any Assistant Secretary at any\nmeeting of stockholders or directors, the person presiding at the meeting shall\ndesignate a temporary secretary to keep a record of the meeting.\n\n         3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform\nsuch duties and shall have such powers as may from time to time be assigned to\nhim by the Board of Directors or the President. In addition, the Treasurer shall\nperform such duties and have such powers as are incident to the office of\ntreasurer, including without limitation the duty and power to keep and be\nresponsible for all funds and securities of the corporation, to deposit funds of\nthe corporation in depositories selected in accordance with these By-laws, to\ndisburse such funds as ordered by the Board of Directors, to make proper\naccounts of such funds, and to render as required by the Board of Directors\nstatements of all such transactions and of the financial condition of the\ncorporation.\n\n         The Assistant Treasurers shall perform such duties and possess such\npowers as the Board of Directors, the President or the Treasurer may from time\nto time prescribe. In the event of the absence, inability or refusal to act of\nthe Treasurer, the Assistant Treasurer, (or if there shall be more than one, the\nAssistant Treasurers in the order determined by the Board of Directors) shall\nperform the duties and exercise the powers of the Treasurer.\n\n         3.12 Salaries. Officers of the corporation shall be entitled to such\nsalaries, compensation or reimbursement as shall be fixed or allowed from time\nto time by the Board of Directors.\n\n                                       -8-\n\n                            ARTICLE 4 - Capital Stock\n                            -------------------------\n\n         4.1 Issuance of Stock. Unless otherwise voted by the stockholders and\nsubject to the provisions of the Certificate of Incorporation, the whole or any\npart of any unissued balance of the authorized capital stock of the corporation\nor the whole or any part of any unissued balance of the authorized capital stock\nof the corporation held in its treasury may be issued, sold, transferred or\notherwise disposed of by vote of the Board of Directors in such manner, for such\nconsideration and on such terms as the Board of Directors may determine.\n\n         4.2 Certificates of Stock. Every holder of stock of the corporation\nshall be entitled to have a certificate, in such form as may be prescribed by\nlaw and by the Board of Directors, certifying the number and class of shares\nowned by him in the corporation. Each such certificate shall be signed by, or in\nthe name of the corporation by, the Chairman or Vice-Chairman, if any, of the\nBoard of Directors, or the President or a Vice President, and the Treasurer or\nan Assistant Treasurer, or the Secretary or an Assistant Secretary of the\ncorporation. Any or all of the signatures on the certificate may be a facsimile.\n\n         Each certificate for shares of stock which are subject to any\nrestriction on transfer pursuant to the Certificate of Incorporation, the\nBy-laws, applicable securities laws or any agreement among any number of\nshareholders or among such holders and the corporation shall have conspicuously\nnoted on the face or back of the certificate either the full text of the\nrestriction or a statement of the existence of such restriction.\n\n         If the corporation shall be authorized to issue more than one class of\nstock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualifications, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of each certificate representing shares of such\nclass or series of stock, provided that in lieu of the foregoing requirements\nthere may be set forth on the face or back of each certificate representing\nshares of such class or series of stock a statement that the corporation will\nfurnish without charge to each stockholder who so requests a copy of the full\ntext of the powers, designations, preferences and relative, participating,\noptional or other special rights of each class of stock or series thereof and\nthe qualifications, limitations or restrictions of such preferences and\/or\nrights.\n\n         4.3 Transfers. Except as otherwise established by rules and regulations\nadopted by the Board of Directors, and subject to applicable law, shares of\nstock may be transferred on the books of the corporation by the surrender to the\ncorporation or its transfer agent of the certificate representing such shares\nproperly endorsed or\n\n                                       -9-\n\naccompanied by a written assignment or power of attorney properly executed, and\nwith such proof of authority or the authenticity of signature as the corporation\nor its transfer agent may reasonably require. Except as may be otherwise\nrequired by law, by the Certificate of Incorporation or by these By-laws, the\ncorporation shall be entitled to treat the record holder of stock as shown on\nits books as the owner of such stock for all purposes, including the payment of\ndividends and the right to vote with respect to such stock, regardless of any\ntransfer, pledge or other disposition of such stock until the shares have been\ntransferred on the books of the corporation in accordance with the requirements\nof these By-laws.\n\n         4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a\nnew certificate of stock in place of any previously issued certificate alleged\nto have been lost, stolen, or destroyed, upon such terms and conditions as the\nBoard of Directors may prescribe, including the presentation of reasonable\nevidence of such loss, theft or destruction and the giving of such indemnity as\nthe Board of Directors may require for the protection of the corporation or any\ntransfer agent or registrar.\n\n         4.5 Record Date. The Board of Directors may fix in advance a date as a\nrecord date for the determination of the stockholders entitled to notice of or\nto vote at any meeting of stockholders or to express consent (or dissent) to\ncorporate action in writing without a meeting, or entitled to receive payment of\nany dividend or other distribution or allotment of any rights in respect of any\nchange, conversion or exchange of stock, or for the purpose of any other lawful\naction. Such record date shall not be more than 60 nor less than 10 days before\nthe date of such meeting, nor more than 10 days after the date of adoption of a\nrecord date for a written consent without a meeting, nor more than 60 days prior\nto any other action to which such record date relates.\n\n         If no record date is fixed, the record date for determining\nstockholders entitled to notice of or to vote at a meeting of stockholders shall\nbe at the close of business on the day before the day on which notice is given,\nor, if notice is waived, at the close of business on the day before the day on\nwhich the meeting is held. The record date for determining stockholders entitled\nto express consent to corporate action in writing without a meeting, when no\nprior action by the Board of Directors is necessary, shall be the day on which\nthe first written consent is properly delivered to the corporation. The record\ndate for determining stockholders for any other purpose shall be at the close of\nbusiness on the day on which the Board of Directors adopts the resolution\nrelating to such purpose.\n\n         A determination of stockholders of record entitled to notice of or to\nvote at a meeting of stockholders shall apply to any adjournment of the meeting;\nprovided, however, that the Board of Directors may fix a new record date for the\nadjourned meeting.\n\n                                      -10-\n\n                         ARTICLE 5 - General Provisions\n                         ------------------------------\n\n         5.1 Fiscal Year. Except as from time to time otherwise designated by\nthe Board of Directors, the fiscal year of the corporation shall begin on the\nfirst day of January in each year and end on the last day of December in each\nyear.\n\n         5.2 Corporate Seal. The corporate seal shall be in such form as shall\nbe approved by the Board of Directors.\n\n         5.3 Waiver of Notice. Whenever any notice whatsoever is required to be\ngiven by law, by the Certificate of Incorporation or by these By-laws, a waiver\nof such notice either in writing signed by the person entitled to such notice or\nsuch person's duly authorized attorney, or by telegraph, cable or any other\navailable method, whether before, at or after the time stated in such waiver, or\nthe appearance of such person or persons at such meeting in person or by proxy,\nshall be deemed equivalent to such notice.\n\n         5.4 Voting of Securities. Except as the directors may otherwise\ndesignate, the President or Treasurer may waive notice of, and act as, or\nappoint any person or persons to act as, proxy or attorney-in-fact for this\ncorporation (with or without power of substitution) at, any meeting of\nstockholders or shareholders of any other corporation or organization, the\nsecurities of which may be held by this corporation.\n\n         5.5 Evidence of Authority. A certificate by the Secretary, or an\nAssistant Secretary, or a temporary Secretary, as to any action taken by the\nstockholders, directors, a committee or any officer or representative of the\ncorporation shall as to all persons who rely on the certificate in good faith be\nconclusive evidence of such action.\n\n         5.6 Certificate of Incorporation. All references in these By-laws to\nthe Certificate of Incorporation shall be deemed to refer to the Certificate of\nIncorporation of the corporation, as amended and in effect from time to time.\n\n         5.7 Transactions with Interested Parties. No contract or transaction\nbetween the corporation and one or more of the directors or officers, or between\nthe corporation and any other corporation, partnership, association, or other\norganization in which one or more of the directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the director or officer is present at or\nparticipates in the meeting of the Board of Directors or a committee of the\nBoard of Directors which authorizes the contract or transaction or solely\nbecause his or their votes are counted for such purpose, if:\n\n                                      -11-\n\n         (1) The material facts as to his relationship or interest and as to the\ncontract or transaction are disclosed or are known to the Board of Directors or\nthe committee, and the Board or committee in good faith authorizes the contract\nor transaction by the affirmative votes of a majority of the disinterested\ndirectors, even though the disinterested directors be less than a quorum;\n\n         (2) The material facts as to his relationship or interest and as to the\ncontract or transaction are disclosed or are known to the stockholders entitled\nto vote thereon, and the contract or transaction is specifically approved in\ngood faith by vote of the stockholders; or\n\n         (3) The contract or transaction is fair as to the corporation as of the\ntime it is authorized, approved or ratified, by the Board of Directors, a\ncommittee of the Board of Directors, or the stockholders.\n\n         Common or interested directors may be counted in determining the\npresence of a quorum at a meeting of the Board of Directors or of a committee\nwhich authorizes the contract or transaction.\n\n         5.8 Severability. Any determination that any provision of these By-laws\nis for any reason inapplicable, illegal or ineffective shall not affect or\ninvalidate any other provision of these By-laws.\n\n         5.9 Pronouns. All pronouns used in these By-laws shall be deemed to\nrefer to the masculine, feminine or neuter, singular or plural, as the identity\nof the person or persons may require.\n\n                             ARTICLE 6 - Amendments\n                             ----------------------\n\n         6.1 By the Board of Directors. These By-laws may be altered, amended or\nrepealed or new by-laws may be adopted by the affirmative vote of a majority of\nthe directors present at any regular or special meeting of the Board of\nDirectors at which a quorum is present.\n\n         6.2 By the Stockholders. These By-laws may be altered, amended or\nrepealed or new by-laws may be adopted by the affirmative vote of the holders of\na majority of the shares of the capital stock of the corporation issued and\noutstanding and entitled to vote at any regular meeting of stockholders, or at\nany special meeting of stockholders, provided notice of such alteration,\namendment, repeal or adoption of new by-laws shall have been stated in the\nnotice of such special meeting.\n\n                                      -12-\n\n                               AMENDMENT NO. 1 TO\n                                   BY-LAWS OF\n                            AKAMAI TECHNOLOGIES, INC.\n\n         The following sentence shall be inserted immediately following the\nfirst sentence of Article 3 Section 3.2:\n\n         'The Chief Executive Officer shall be designated and elected by the\nCompany's Board of Directors.'\n\n         The following sentence shall be inserted immediately following the\nfirst sentence of Article 1 Section 1.3:\n\n         'Special meetings of stockholders also may be called at any time by (i)\nany two members of the Board of Directors or (ii) any holder or holders of at\nleast 25% of the outstanding Shares of Series A Preferred Stock of the Company.'\n\n         Approved by the Board of Directors of Akamai Technologies, Inc. on\nNovember 19, 1998.\n\n                               AMENDMENT NO. 2 TO\n                                   BY-LAWS OF\n                            AKAMAI TECHNOLOGIES, INC.\n\n         The second sentence of Section 1.3 of Article 1 shall be deleted in its\nentirety and the following sentence shall be added in lieu thereof:\n\n                  'Special meetings of stockholders also may be called at any\n                  time by (i) any two members of the Board of Directors, (ii)\n                  any holder or holders of at least 25% of the outstanding\n                  shares of Series A Convertible Preferred Stock of the Company,\n                  or (iii) any holder or holders of at least 25% of the\n                  outstanding shares of Series B Convertible Preferred Stock of\n                  the Company.'\n\n         Clause (iii) of the second sentence of Section 2.9 of Article 2 shall\nbe deleted in its entirety and the following clause shall be added in lieu\nthereof:\n\n                    '(iii) by mailing written notice to his last known business\n                    or home address at least five days in advance of the\n                    meeting.'\n\n                    '1.6 Quorum. Except as otherwise provided by law, the\n                    Certificate of Incorporation or these By-laws, the holders\n                    of a majority of the shares of the capital stock of the\n                    corporation issued and outstanding and entitled to vote at\n                    the meeting (or if there are two or more classes of stock\n                    entitled to vote as separate classes, then in the case of\n                    each such class, the holders of a majority of shares of\n                    stock of that class issued and outstanding and entitled to\n                    vote at the meeting), present in person or represented by\n                    proxy, shall constitute a quorum for the transaction of\n                    business.\n\n         Approved by the Board of Directors of Akamai Technologies, Inc. on\nApril 13, 1999.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6606],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41423","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-akamai-technologies-inc","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\/41423","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=41423"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41423"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41423"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41423"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}