{"id":41424,"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-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-akamai-technologies-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-akamai-technologies-inc2.html","title":{"rendered":"By-Laws &#8211; Akamai Technologies Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                                     BY-LAWS\n\n                                       OF\n\n                            AKAMAI TECHNOLOGIES, INC.\n\n\n                            ARTICLE 1 - STOCKHOLDERS\n\n\n     1.1  PLACE OF MEETINGS. All meetings of stockholders shall be held at such\nplace within or without the State of Delaware as may be designated from time to\ntime by the Board of Directors, the Chairman of the Board or the President or,\nif not so designated, at the registered office of the corporation.\n\n     1.2  ANNUAL MEETING. The annual meeting of stockholders for the election of\ndirectors 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, the Chairman of the Board or the President (which date shall not be a\nlegal holiday in the place where the meeting is to be held) at the time and\nplace to be fixed by the Board of Directors, the Chairman of the Board or the\nPresident and stated in the notice of the meeting. If no annual meeting is held\nin accordance with the foregoing provisions, the Board of Directors shall cause\nthe meeting to be held as soon thereafter as convenient. If no annual meeting is\nheld in accordance with the foregoing provisions, a special meeting may be held\nin lieu of the annual meeting, and any action taken at that special meeting\nshall have the same effect as if it had been taken at the annual meeting, and in\nsuch case all references in these By-Laws to the annual meeting of the\nstockholders shall be deemed to refer to such special meeting.\n\n     1.3  SPECIAL MEETINGS. Special meetings of stockholders may be called at\nany time only by the Chairman of the Board of Directors, the President or the\nBoard of Directors. Business transacted at any special meeting of stockholders\nshall be limited to matters relating to the purpose or purposes stated in the\nnotice 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 ten 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 the stockholder's address as it\nappears on the records of the corporation.\n\n\n\n\n\n     1.5  VOTING LIST. The officer who has charge of the stock ledger of the\ncorporation shall prepare, at least ten 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\nten days prior to the meeting, at a place within the city where the meeting is\nto be held. The list shall also be produced and kept at the time and place of\nthe meeting 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\nby law, the Certificate of Incorporation or these By-Laws. Each stockholder of\nrecord entitled to vote at a meeting of stockholders, or to express consent or\ndissent to corporate action in writing without a meeting, may vote or express\nsuch consent or dissent in person or may authorize another person or persons to\nvote or act for him by proxy executed in writing (or in such other manner\npermitted by the General Corporation Law of the State of Delaware) by the\nstockholder or his authorized agent and delivered to the Secretary of the\ncorporation. No such proxy shall be voted or acted upon after three years from\nthe date of its execution, unless the proxy expressly provides for a longer\nperiod.\n\n     1.9  ACTION AT MEETING. When a quorum is present at any meeting, the\nholders of a majority of the stock present or represented and voting 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\n\n\n                                        2\n\n\n\nsuch class, the holders of a majority of the stock of that class present or\nrepresented and voting on a matter) shall decide any matter to be voted upon by\nthe stockholders at such meeting, except when a different vote is required by\nexpress provision of law, the Certificate of Incorporation or these By-Laws. Any\nelection by stockholders shall be determined by a plurality of the votes cast by\nthe stockholders entitled to vote at the election.\n\n     1.10 NOMINATION OF DIRECTORS. Only persons who are nominated in accordance\nwith the following procedures shall be eligible for election as directors.\nNomination for election to the Board of Directors of the corporation at a\nmeeting of stockholders may be made by the Board of Directors or by any\nstockholder of the corporation entitled to vote for the election of directors at\nsuch meeting who complies with the notice procedures set forth in this Section\n1.10. Such nominations, other than those made by or on behalf of the Board of\nDirectors, shall be made by timely notice in writing to the Secretary of the\ncorporation. To be timely, a stockholder's notice must be delivered to, or\nmailed and received by, the Secretary at the principal executive offices of the\ncorporation not less than 70 days nor more than 90 days prior to the first\nanniversary of the preceding year's annual meeting; provided, however, that (i)\nin the event that the date of the annual meeting is advanced by more than 20\ndays, or delayed by more than 70 days, from such anniversary date, notice by the\nstockholder to be timely must be so delivered or received not earlier than the\nninetieth day prior to such annual meeting and not later than the close of\nbusiness on the later of the seventieth day prior to such annual meeting or the\ntenth day following the day on which notice of the date of such annual meeting\nwas mailed or public disclosure of the date of such annual meeting was made,\nwhichever first occurs, and (ii) with respect to the annual meeting of\nstockholders of the corporation to be held in the year 2000, to be timely, a\nstockholder's notice must be so received not earlier than the ninetieth day\nprior to such annual meeting and not later than the close of business on the\nlater of (A) the sixtieth day prior to such annual meeting and (B) the tenth day\nfollowing the day on which notice of the date of such annual meeting was mailed\nor public disclosure of the date of such annual meeting was made, whichever\nfirst occurs. A stockholder's notice to the Secretary shall set forth (a) as to\neach proposed nominee (i) the name, age, business address and, if known,\nresidence address of each such nominee, (ii) the principal occupation or\nemployment of each such nominee, (iii) the number of shares of stock of the\ncorporation which are beneficially owned by each such nominee, and (iv) any\nother information concerning the nominee that must be disclosed as to nominees\nin proxy solicitations pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (including such person's written consent to be named as\na nominee and to serve as a director if elected); and (b) as to the stockholder\ngiving the notice (i) the name and address, as they appear on the corporation's\nbooks, of such stockholder and (ii) the class and number of shares of the\ncorporation which are beneficially owned by such stockholder. In addition, to be\neffective, the stockholder's notice must be accompanied by the written consent\nof the proposed nominee to serve as a director if elected. The corporation may\nrequire any proposed nominee to furnish such other information as may reasonably\nbe required by\n\n\n                                        3\n\n\n\nthe corporation to determine the eligibility of such proposed nominee to serve\nas a director of the corporation.\n\n     The chairman of the meeting may, if the facts warrant, determine and\ndeclare to the meeting that a nomination was not made in accordance with the\nforegoing procedure, and if he should so determine, he shall so declare to the\nmeeting and the defective nomination shall be disregarded.\n\n     1.11 NOTICE OF BUSINESS AT ANNUAL MEETINGS. At an annual meeting of the\nstockholders, only such business shall be conducted as shall have been properly\nbrought before the meeting. To be properly brought before an annual meeting,\nbusiness must be (a) specified in the notice of meeting (or any supplement\nthereto) given by or at the direction of the Board of Directors, (b) otherwise\nbrought before the meeting by or at the direction of the Board of Directors, or\n(c) otherwise properly brought before an annual meeting by a stockholder. For\nbusiness to be properly brought before an annual meeting by a stockholder, if\nsuch business relates to the election of directors of the corporation, the\nprocedures in Section 1.10 must be complied with. If such business relates to\nany other matter, the stockholder must have given timely notice thereof in\nwriting to the Secretary. To be timely, a stockholder's notice must be delivered\nto, or mailed and received by, the Secretary at the principal executive offices\nof the corporation not less than 70 days nor more than 90 days prior to the\nfirst anniversary of the preceding year's annual meeting; provided, however,\nthat (i) in the event that the date of the annual meeting is advanced by more\nthan 20 days, or delayed by more than 70 days, from such anniversary date,\nnotice by the stockholder to be timely must be so delivered or received not\nearlier than the ninetieth day prior to such annual meeting and not later than\nthe close of business on the later of the seventieth day prior to such annual\nmeeting or the tenth day following the day on which notice of the date of such\nannual meeting was mailed or public disclosure of the date of such annual\nmeeting was made, whichever first occurs, and (ii) with respect to the annual\nmeeting of stockholders of the corporation to be held in the year 2000, to be\ntimely, a stockholder's notice must be so received not earlier than the\nninetieth day prior to such annual meeting and not later than the close of\nbusiness on the later of (A) the sixtieth day prior to such annual meeting and\n(B) the tenth day following the day on which notice of the date of such annual\nmeeting was mailed or public disclosure of the date of such annual meeting was\nmade, whichever first occurs. A stockholder's notice to the Secretary shall set\nforth as to each matter the stockholder proposes to bring before the annual\nmeeting (a) a brief description of the business desired to be brought before the\nannual meeting and the reasons for conducting such business at the annual\nmeeting, (b) the name and address, as they appear on the corporation's books, of\nthe stockholder proposing such business, (c) the class and number of shares of\nthe corporation which are beneficially owned by the stockholder, and (d) any\nmaterial interest of the stockholder in such business. Notwithstanding anything\nin these By-Laws to the contrary, no business shall be conducted at any annual\nmeeting except in accordance with the procedures set forth in this Section 1.11\nand except that any stockholder proposal which complies with Rule 14a-\n\n\n                                       4\n\n\n\n8 of the proxy rules (or any successor provision) promulgated under the\nSecurities Exchange Act of 1934, as amended, and is to be included in the\ncorporation's proxy statement for an annual meeting of stockholders shall be\ndeemed to comply with the requirements of this Section 1.11.\n\n     The chairman of the meeting shall, if the facts warrant, determine and\ndeclare to the meeting that business was not properly brought before the meeting\nin accordance with the provisions of this Section 1.11, and if he should so\ndetermine, the chairman shall so declare to the meeting that any such business\nnot properly brought before the meeting shall not be transacted.\n\n     1.12 ACTION WITHOUT MEETING. Unless otherwise provided in the Certificate\nof Incorporation, any action required or permitted to be taken by stockholders\nfor or in connection with any corporate action may be taken without a meeting,\nwithout prior notice and without a vote, if a consent or consents in writing,\nsetting forth the action so taken, shall be signed by the holders of outstanding\nstock having not less than the minimum number of votes that would be necessary\nto authorize or take such action at a meeting at which all shares entitled to\nvote thereon were present and voted and shall be delivered to the corporation by\ndelivery to its registered office in Delaware by hand or certified or registered\nmail, return receipt requested, to its principal place of business or to an\nofficer or agent of the corporation having custody of the book in which\nproceedings of meetings of stockholders are recorded. Each such written consent\nshall bear the date of signature of each stockholder who signs the consent. No\nwritten consent shall be effective to take the corporate action referred to\ntherein unless written consents signed by a number of stockholders sufficient to\ntake such action are delivered to the corporation in the manner specified in\nthis paragraph within sixty days of the earliest dated consent so delivered.\n\n     If action is taken by consent of stockholders and in accordance with the\nforegoing, there shall be filed with the records of the meetings of stockholders\nthe writing or writings comprising such consent.\n\n     If action is taken by less than unanimous consent of stockholders, prompt\nnotice of the taking of such action without a meeting shall be given to those\nwho have not consented in writing and a certificate signed and attested to by\nthe Secretary of the corporation that such notice was given shall be filed with\nthe records of the meetings of stockholders.\n\n     In the event that the action which is consented to is such as would have\nrequired the filing of a certificate under any provision of the General\nCorporation Law of the State of Delaware, if such action had been voted upon by\nthe stockholders at a meeting thereof, the certificate filed under such\nprovision shall state, in lieu of any statement required by such provision\nconcerning a vote of stockholders, that written consent has\n\n\n                                       5\n\n\n\nbeen given under Section 228 of said General Corporation Law and that written\nnotice has been given as provided in such Section 228.\n\n     Notwithstanding the foregoing, if at any time the corporation shall have a\nclass of stock registered pursuant to the provisions of the Securities Exchange\nAct of 1934, as amended, for so long as such class is registered, any action by\nthe stockholders of such class must be taken at an annual or special meeting of\nstockholders and may not be taken by written consent.\n\n     1.13 ORGANIZATION. The Chairman of the Board, or in his absence the Vice\nChairman of the Board designated by the Chairman of the Board, or the President,\nin the order named, shall call meetings of the stockholders to order, and shall\nact as chairman of such meeting; provided, however, that the Board of Directors\nmay appoint any stockholder to act as chairman of any meeting in the absence of\nthe Chairman of the Board. The Secretary of the corporation shall act as\nsecretary at all meetings of the stockholders; but in the absence of the\nSecretary at any meeting of the stockholders, the presiding officer may appoint\nany person to act as secretary of the meeting.\n\n                              ARTICLE 2 - DIRECTORS\n\n     2.1  GENERAL POWERS. The business and affairs of the corporation shall be\nmanaged by or under the direction of a Board of Directors, who may exercise all\nof the powers of the corporation except as otherwise provided by law, the\nCertificate of Incorporation or these By-Laws. In the event of a vacancy in the\nBoard of Directors, the remaining directors, except as otherwise provided by\nlaw, may exercise 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 Board of Directors, but in no event shall be less than three. The number\nof directors may be decreased at any time and from time to time by a majority of\nthe directors then in office, but only to eliminate vacancies existing by reason\nof the death, resignation, removal or expiration of the term of one or more\ndirectors. The directors shall be elected at the annual meeting of stockholders\nby such stockholders as have the right to vote on such election. Directors need\nnot be stockholders of the corporation.\n\n     2.3  CLASSES OF DIRECTORS. The Board of Directors shall be and is divided\ninto three classes: Class I, Class II and Class III. No one class shall have\nmore than one director more than any other class. If a fraction is contained in\nthe quotient arrived at by dividing the designated number of directors by three,\nthen, if such fraction is one-third, the extra director shall be a member of\nClass I, and if such fraction is two-thirds, one of the extra directors shall be\na member of Class I and one of the extra\n\n\n                                        6\n\n\n\ndirectors shall be a member of Class II, unless otherwise provided from time to\ntime by resolution adopted by the Board of Directors.\n\n     2.4  TERMS OF OFFICE. Each director shall serve for a term ending on the\ndate of the third annual meeting following the annual meeting at which such\ndirector was elected; provided, that each initial director in Class I shall\nserve for a term ending on the date of the annual meeting of stockholders in\n2000; each initial director in Class II shall serve for a term ending on the\ndate of the annual meeting of stockholders in 2001; and each initial director in\nClass III shall serve for a term ending on the date of the annual meeting of\nstockholders in 2002; and provided further, that the term of each director shall\nbe subject to the election and qualification of his successor and to his earlier\ndeath, resignation or removal.\n\n     2.5  ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES OR\nDECREASES IN THE NUMBER OF DIRECTORS. In the event of any increase or decrease\nin the authorized number of directors, (i) each director then serving as such\nshall nevertheless continue as a director of the class of which he or she is a\nmember and (ii) the newly created or eliminated directorships resulting from\nsuch increase or decrease shall be apportioned by the Board of Directors among\nthe three classes of directors so as to ensure that no one class has more than\none director more than any other class. To the extent possible, consistent with\nthe foregoing rule, any newly created directorships shall be added to those\nclasses whose terms of office are to expire at the latest dates following such\nallocation, and any newly eliminated directorships shall be subtracted from\nthose classes whose terms of offices are to expire at the earliest dates\nfollowing such allocation, unless otherwise provided from time to time by\nresolution adopted by the Board of Directors.\n\n     2.6  VACANCIES. Any vacancy in the Board of Directors, however occurring,\nincluding a vacancy resulting from an enlargement of the size of the Board,\nshall be filled only by vote of a majority of the directors then in office,\nalthough less than a quorum, or by a sole remaining director. A director elected\nto fill a vacancy shall be elected for the unexpired term of his predecessor in\noffice, and a director chosen to fill a position resulting from an increase in\nthe number of directors shall hold office until the next election of the class\nfor which such director shall have been chosen, subject to the election and\nqualification of his successor and to his earlier death, resignation or removal.\n\n     2.7  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     2.8  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,\n\n\n                                       7\n\n\n\nas shall be determined from time to time by the Board of Directors; provided\nthat any director who is absent when such a determination is made shall be given\nnotice of the determination. A regular meeting of the Board of Directors may be\nheld without notice immediately after and at the same place as the annual\nmeeting of stockholders.\n\n     2.9  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     2.10 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors\nshall be given to each director by the Secretary or by the officer or one of the\ndirectors calling the meeting. Notice shall be duly given to each director (i)\nby giving notice to such director in person or by telephone at least 24 hours in\nadvance of the meeting, (ii) by sending a telegram, telecopy, telex or\nelectronic mail message, or delivering written notice by hand, to his last known\nbusiness or home address at least 24 hours in advance of the meeting, or (iii)\nby mailing written notice to his last known business or home address at least 72\nhours in advance of the meeting. A notice or waiver of notice of a meeting of\nthe Board of Directors need not specify the purposes of the meeting.\n\n     2.11 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of\nany 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\nmeeting can hear each other, and participation by such means shall constitute\npresence in person at such meeting.\n\n     2.12 QUORUM. A majority of the total number of the whole Board of Directors\nshall constitute a quorum at all meetings of the Board of Directors. In the\nevent one or more of the directors shall be disqualified to vote at any meeting,\nthen the required quorum shall be reduced by one for each such director so\ndisqualified; provided, however, that in no case shall less than one-third (1\/3)\nof the number so fixed constitute a quorum. In the absence of a quorum at any\nsuch meeting, a majority of the directors present may adjourn the meeting from\ntime to time without further notice other than announcement at the meeting,\nuntil a quorum shall be present.\n\n     2.13 ACTION AT MEETING. At any meeting of the Board of Directors at which a\nquorum is present, the vote of a majority of those present shall be sufficient\nto take any action, unless a different vote is specified by law, the Certificate\nof Incorporation or these By-Laws.\n\n     2.14 ACTION BY CONSENT. Any action required or permitted to be taken at any\nmeeting of the Board of Directors or of any committee of the Board of Directors\nmay be taken without a meeting, if all members of the Board or committee, as the\ncase may be,\n\n\n                                       8\n\n\n\nconsent to the action in writing, and the written consents are filed with the\nminutes of proceedings of the Board or committee.\n\n     2.15 REMOVAL. Directors of the corporation may be removed only for cause by\nthe affirmative vote of the holders of at least two-thirds of the shares of the\ncapital stock of the corporation issued and outstanding and entitled to vote.\n\n     2.16 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 to be affixed to all papers which\nmay require it. Each such committee shall keep minutes and make such reports as\nthe Board of Directors may from time to time request. Except as the Board of\nDirectors may otherwise determine, any committee may make rules for the conduct\nof its business, but unless otherwise provided by the directors or in such\nrules, its business shall be conducted as nearly as possible in the same manner\nas is provided in these By-laws for the Board of Directors.\n\n     2.17 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for\ntheir services and such reimbursement for expenses of attendance at meetings as\nthe 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     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\n                                       9\n\n\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 or\nher written resignation to the corporation at its principal office or to the\nPresident or Secretary. Such resignation shall be effective upon receipt unless\nit is specified to be effective at some other time or upon the happening of some\nother event.\n\n     Any officer may be removed at any time, with or without cause, by vote of a\nmajority of the entire number of directors then in office.\n\n     Except as the Board of Directors may otherwise determine, no officer who\nresigns or is removed shall have any right to any compensation as an officer for\nany 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. If the Board of Directors\nappoints a Chairman of the Board, he shall perform such duties and possess such\npowers as are assigned to him by the Board of Directors. Unless otherwise\nprovided by the Board of Directors, he shall preside at all meetings of the\nstockholders and at all meetings of the Board of Directors. If the Board of\nDirectors appoints a Vice Chairman of the Board, he shall, in the absence or\ndisability of the Chairman of the Board, perform the duties and exercise the\npowers of the Chairman of the Board and shall perform such other duties and\npossess such other powers as may from time to time be vested in him by the Board\nof Directors.\n\n\n                                       10\n\n\n\n     3.8  PRESIDENT. The President shall, subject to the direction of the Board\nof Directors, have general charge and supervision of the business of the\ncorporation. Unless the Board of Directors has designated the Chairman of the\nBoard or another officer as Chief Executive Officer, the President shall be the\nChief Executive Officer of the corporation. The President shall perform such\nother duties and shall have such other powers as the Board of Directors may from\ntime 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     3.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such\nduties and shall have such powers as the Board of Directors or the President may\nfrom time to time prescribe. In addition, the Secretary shall perform such\nduties and have such powers as are incident to the office of the secretary,\nincluding without limitation the duty and power to give notices of all meetings\nof stockholders and special meetings of the Board of Directors, to attend all\nmeetings of stockholders and the Board of Directors and keep a record of the\nproceedings, to maintain a stock ledger and prepare lists of stockholders and\ntheir addresses as required, to be custodian of corporate records and the\ncorporate seal and to affix and attest to the same on documents.\n\n     Any Assistant Secretary shall perform such duties and possess such powers\nas the Board of Directors, the President or the Secretary may from time to time\nprescribe. In the event of the absence, inability or refusal to act of the\nSecretary, 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 meeting\nof 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 such\nduties and shall have such powers as may from time to time be assigned to him or\nher 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\n\n\n                                       11\n\n\n\nDirectors, to make proper accounts of such funds, and to render as required by\nthe Board of Directors statements of all such transactions and of the financial\ncondition of the corporation.\n\n     The Assistant Treasurers shall perform such duties and possess such powers\nas the Board of Directors, the President or the Treasurer may from time to time\nprescribe. In the event of the absence, inability or refusal to act of the\nTreasurer, 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                            ARTICLE 4 - CAPITAL STOCK\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 shall\nbe entitled to have a certificate, in such form as may be prescribed by law and\nby the Board of Directors, certifying the number and class of shares owned by\nhim or her 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 restriction\non transfer pursuant to the Certificate of Incorporation, the By-Laws,\napplicable securities laws or any agreement among any number of stockholders or\namong such holders and the corporation shall have conspicuously noted on the\nface or back of the certificate either the full text of the restriction or a\nstatement of the existence of such restriction.\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\n\n\n                                       12\n\n\n\ntransfer agent of the certificate representing such shares properly endorsed or\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 entitled to receive payment of any\ndividend 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 ten days before\nthe date of such meeting, nor more than 60 days prior to any other action to\nwhich such record date relates.\n\n     If no record date is fixed, the record date for determining stockholders\nentitled to notice of or to vote at a meeting of stockholders shall be at the\nclose of business on the day before the day on which notice is given, or, if\nnotice is waived, at the close of business on the day before the day on which\nthe meeting is held. The record date for determining stockholders for any other\npurpose shall be at the close of business on the day on which the Board of\nDirectors adopts the resolution relating to such purpose.\n\n     A determination of stockholders of record entitled to notice of or to vote\nat 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\n                                       13\n\n\n                         ARTICLE 5 - GENERAL PROVISIONS\n\n     5.1  FISCAL YEAR. Except as from time to time otherwise designated by the\nBoard of Directors, the fiscal year of the corporation shall begin on the first\nday of January in each year and end on the last day of December in each year.\n\n     5.2  CORPORATE SEAL. The corporate seal shall be in such form as shall be\napproved 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 designate,\nthe President or Treasurer may waive notice of, and act as, or appoint any\nperson or persons to act as, proxy or attorney-in-fact for this corporation\n(with or without power of substitution) at any meeting of stockholders or\nshareholders of any other corporation or organization, the securities of which\nmay be held by this corporation.\n\n     5.5  EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant\nSecretary, or a temporary Secretary, as to any action taken by the stockholders,\ndirectors, a committee or any officer or representative of the corporation shall\nas to all persons who rely on the certificate in good faith be conclusive\nevidence of such action.\n\n     5.6  CERTIFICATE OF INCORPORATION. All references in these By-Laws to the\nCertificate 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          (1)  The material facts as to his relationship or interest and as to\n     the contract or transaction are disclosed or are known to the Board of\n     Directors or the committee, and the Board or committee in good faith\n     authorizes the contract or transaction by the affirmative votes of a\n     majority of the disinterested directors, even though the disinterested\n     directors be less than a quorum;\n\n\n                                       14\n\n\n\n          (2)  The material facts as to his relationship or interest and as to\n     the contract or transaction are disclosed or are known to the stockholders\n     entitled to vote thereon, and the contract or transaction is specifically\n     approved in good faith by vote of the stockholders; or\n\n          (3)  The contract or transaction is fair as to the corporation as of\n     the time it is authorized, approved or ratified, by the Board of Directors,\n     a committee of the Board of Directors, or the stockholders.\n\n     Common or interested directors may be counted in determining the presence\nof a quorum at a meeting of the Board of Directors or of a committee which\nauthorizes the contract or transaction.\n\n     5.8  SEVERABILITY. Any determination that any provision of these By-Laws is\nfor 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 refer\nto the masculine, feminine or neuter, singular or plural, as the identity of the\nperson or persons may require.\n\n                             ARTICLE 6 - AMENDMENTS\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. Except as otherwise provided in Section 6.3,\nthese ByLaws may be altered, amended or repealed or new by-laws may be adopted\nby the affirmative vote of the holders of a majority of the shares of the\ncapital stock of the corporation issued and outstanding and entitled to vote at\nany regular or special meeting of stockholders, provided notice of such\nalteration, amendment, repeal or adoption of new by-laws shall have been stated\nin the notice of such regular or special meeting.\n\n     6.3  CERTAIN PROVISIONS. Notwithstanding any other provision of law, the\nCertificate of Incorporation or these By-Laws, and notwithstanding the fact that\na lesser percentage may be specified by law, the affirmative vote of the holders\nof at least seventy-five percent (75%) of the shares of the capital stock of the\ncorporation issued and outstanding and entitled to vote shall be required to\namend or repeal, or to adopt any provision inconsistent with Section 1.3,\nSection 1.10, Section 1.11, Section 1.12, Section 1.13, Article 2 or Article 6\nof these By-Laws.\n\n\n                                       15\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-41424","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\/41424","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=41424"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41424"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41424"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41424"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}