{"id":41472,"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-sanmina-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-sanmina-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-sanmina-corp.html","title":{"rendered":"By-Laws &#8211; Sanmina Corp."},"content":{"rendered":"<pre>                          AMENDED AND RESTATED BY-LAWS\n\n                                       OF\n\n                               SANMINA CORPORATION\n\n                                -----------------\n\n\n                                   ARTICLE I\n\n                                     OFFICES\n\n      SECTION 1. Registered Office. The address of the registered office of\nSanmina Holdings Inc. (the \"Corporation\") in the State of Delaware is\nCorporation Trust Center, 1209 Orange Street, in the City of Wilmington, County\nof New Castle. The name of the Corporation's registered agent at such address is\nThe Corporation Trust Company.\n\n      SECTION 2. Other Offices. The Corporation's Board of Directors may at any\ntime establish other offices at any other place or places within or without the\nState of Delaware.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n      SECTION 1. Annual Meetings. The annual meeting of the stockholders for the\nelection of directors, and for the transaction of such other business as may\nproperly come before the meeting, shall be held at such place, either within or\nwithout the State of Delaware, on such date and at such hour as shall be fixed\nby resolution of the Board of Directors of the Corporation (the \"Board\") and\ndesignated in the notice or waiver of notice thereof.\n\n      SECTION 2. Special Meetings. A special meeting of the stockholders for any\npurpose or purposes may be called by the Board, the Chairman of the Board, the\nPresident or the Secretary of the Corporation (or by a stockholder or other\nperson pursuant to Article III, Section 3(f) of these bylaws but only if there\nare no directors in office) to be held at such place, within or without the\nState of Delaware, on such date and at such hour as shall be designated in the\nnotice or waiver or notice thereof.\n\n      If a special meeting is called in accordance with the preceding paragraph\nof this Article II, Section 2 by any person or persons other than the Board, the\nrequest shall be in writing, specifying the time of such meeting and the general\nnature of the business proposed to be transacted, and shall be delivered\npersonally or sent by registered mail or by telegraphic or other facsimile\ntransmission to the chairman of the board, the president or the secretary of the\nCorporation. No business may be \n\n   2\n\ntransacted at such special meeting otherwise than specified in such notice. The\nofficer receiving the request shall cause notice to be promptly given to the\nstockholders entitled to vote, in accordance with the provisions of Sections 3\nand 4 of this Article II, that a meeting will be held at the time requested by\nthe person or persons calling the meeting, not less than ten (10) nor more than\nsixty (60) days after the receipt of the request. Nothing contained in this\nparagraph of this Section 2 shall be construed as limiting, fixing, or affecting\nthe time when a meeting of stockholders called by action of the Board may be\nheld.\n\n      SECTION 3. Notice of Meetings. All notices of meetings of stockholders\nshall be in writing and shall be sent or otherwise given in accordance with this\nSection 3 or in accordance with Section 1 of Article XII of these bylaws not\nless than ten (10) nor more than sixty (60) days before the date of the meeting\nto each stockholder entitled to vote at such meeting. The notice shall specify\nthe place, date, and hour of the meeting, and, in the case of a special meeting,\nthe purpose or purposes for which the meeting is called and, unless the special\nmeeting is called by the Board, the person calling the meeting. Written notice\nof any meeting of stockholders, if mailed, is given when deposited in the United\nStates mail, postage prepaid, directed to the stockholder at his address as it\nappears on the records of the Corporation or, if electronically transmitted, as\nprovided in Section 1 of Article XII of these bylaws. An affidavit of the\nsecretary or an assistant secretary or of the transfer agent or other agent of\nthe Corporation that the notice has been given shall, in the absence of fraud,\nbe prima facie evidence of the facts stated therein.\n\n      SECTION 4. Advance Notice of Stockholder Nominees and Stockholder\nBusiness.\n\n      Nominations of persons for election to the Board and the proposal of\nbusiness to be transacted by the stockholders may be made at an annual meeting\nof stockholders (a) pursuant to the Corporation's notice with respect to such\nmeeting, (b) by or at the direction of the Board or (c) by any stockholder of\nrecord of the Corporation who was a stockholder of record at the time of the\ngiving of the notice provided for in the following paragraph, who is entitled to\nvote at the meeting and who has complied with the notice procedures set forth in\nthis section.\n\n      For nominations or other business to be properly brought before an annual\nmeeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1)\nthe stockholder must have given timely notice thereof in writing to the\nSecretary of the Corporation, (2) such business must be a proper matter for\nstockholder action under the General Corporation Law of the State of Delaware,\n(3) if the stockholder, or the beneficial owner on whose behalf any such\nproposal or nomination is made, has provided the Corporation with a Solicitation\nNotice, as that term is defined in subclause (c)(iii) of this paragraph, such\nstockholder or beneficial owner must, in the case of a proposal, have delivered\na proxy statement and form of proxy to holders of at least the percentage of the\nCorporation's voting shares required under applicable law to carry any such\nproposal, or, in the case of a nomination or nominations, have delivered a proxy\nstatement and form of proxy to holders of a percentage of the Corporation's\nvoting shares reasonably believed by such stockholder or beneficial holder to be\nsufficient to elect the nominee or nominees proposed to be nominated by such\nstockholder, and must, in either case, have included in such materials the\nSolicitation Notice and (4) if no Solicitation Notice relating thereto has been\ntimely provided pursuant to this section, the stockholder or beneficial owner\n\n                                      -2-\n   3\n\nproposing such business or nomination must not have solicited a number of\nproxies sufficient to have required the delivery of such a Solicitation Notice\nunder this section. To be timely, a stockholder's notice shall be delivered to\nthe Secretary at the principal executive offices of the Corporation not less\nthan 45 or more than 75 days prior to the first anniversary (the \"Anniversary\")\nof the date on which the Corporation first mailed its proxy materials for the\npreceding year's annual meeting of stockholders; provided, however, that if the\ndate of the annual meeting is advanced more than 30 days prior to or delayed by\nmore than 30 days after the anniversary of the preceding year's annual meeting,\nnotice by the stockholder to be timely must be so delivered not later than the\nclose of business on the later of (i) the 90th day prior to such annual meeting\nor (ii) the 10th day following the day on which public announcement of the date\nof such meeting is first made. Such stockholder's notice shall set forth (a) as\nto each person whom the stockholder proposes to nominate for election or\nreelection as a director all information relating to such person as would be\nrequired to be disclosed in solicitations of proxies for the election of such\nnominees as directors pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (the \"Exchange Act\"), and such person's written consent\nto serve as a director if elected; (b) as to any other business that the\nstockholder proposes to bring before the meeting, a brief description of such\nbusiness, the reasons for conducting such business at the meeting and any\nmaterial interest in such business of such stockholder and the beneficial owner,\nif any, on whose behalf the proposal is made; (c) as to the stockholder giving\nthe notice and the beneficial owner, if any, on whose behalf the nomination or\nproposal is made (i) the name and address of such stockholder, as they appear on\nthe Corporation's books, and of such beneficial owner, (ii) the class and number\nof shares of the Corporation that are owned beneficially and of record by such\nstockholder and such beneficial owner, and (iii) whether either such stockholder\nor beneficial owner intends to deliver a proxy statement and form of proxy to\nholders of, in the case of a proposal, at least the percentage of the\nCorporation's voting shares required under applicable law to carry the proposal\nor, in the case of a nomination or nominations, a sufficient number of holders\nof the Corporation's voting shares to elect such nominee or nominees (an\naffirmative statement of such intent, a \"Solicitation Notice\").\n\n      Notwithstanding anything in the second sentence of the second paragraph of\nthis Section 4 to the contrary, in the event that the number of directors to be\nelected to the Board is increased and there is no public announcement naming all\nof the nominees for director or specifying the size of the increased Board made\nby the Corporation at least 55 days prior to the Anniversary, a stockholder's\nnotice required by this Bylaw shall also be considered timely, but only with\nrespect to nominees for any new positions created by such increase, if it shall\nbe delivered to the Secretary at the principal executive offices of the\nCorporation not later than the close of business on the 10th day following the\nday on which such public announcement is first made by the Corporation.\n\n      Only persons nominated in accordance with the procedures set forth in this\nSection 4 shall be eligible to serve as directors and only such business shall\nbe conducted at an annual meeting of stockholders as shall have been brought\nbefore the meeting in accordance with the procedures set forth in this section.\nThe chair of the meeting shall have the power and the duty to determine whether\na nomination or any business proposed to be brought before the meeting has been\nmade in accordance with the procedures set forth in these Bylaws and, if any\nproposed nomination or business is not in compliance with these Bylaws, to\ndeclare that such defectively proposed business or nomination shall not be\npresented for stockholder action at the meeting and shall be disregarded.\n\n                                      -3-\n   4\n\n        Only such business shall be conducted at a special meeting of\nstockholders as shall have been brought before the meeting pursuant to the\nCorporation's notice of meeting. Nominations of persons for election to the\nBoard may be made at a special meeting of stockholders at which directors are to\nbe elected pursuant to the Corporation's notice of meeting (a) by or at the\ndirection of the Board or (b) by any stockholder of record of the Corporation\nwho is a stockholder of record at the time of giving of notice provided for in\nthis paragraph, who shall be entitled to vote at the meeting and who complies\nwith the notice procedures set forth in this Section 4. Nominations by\nstockholders of persons for election to the Board may be made at such a special\nmeeting of stockholders if the stockholder's notice required by the second\nparagraph of this Section 4 shall be delivered to the Secretary at the principal\nexecutive offices of the Corporation not later than the close of business on the\nlater of the 90th day prior to such special meeting or the 10th day following\nthe day on which public announcement is first made of the date of the special\nmeeting and of the nominees proposed by the Board to be elected at such meeting.\n\n      For purposes of this section, \"public announcement\" shall mean disclosure\nin a press release reported by the Dow Jones News Service, Associated Press or a\ncomparable national news service or in a document publicly filed by the\nCorporation with the Securities and Exchange Commission pursuant to Section 13,\n14 or 15(d) of the Exchange Act.\n\n      Notwithstanding the foregoing provisions of this Section 4, a stockholder\nshall also comply with all applicable requirements of the Exchange Act and the\nrules and regulations thereunder with respect to matters set forth in this\nSection 4. Nothing in this Section 4 shall be deemed to affect any rights of\nstockholders to request inclusion of proposals in the Corporation's proxy\nstatement pursuant to Rule 14a-8 under the Exchange Act.\n\n      SECTION 5. Waiver of Notice. Notice of any annual or special meeting of\nstockholders need not be given to any stockholder entitled to vote at such\nmeeting who waives notice, either in writing or by electronic transmission,\nwhether before or after the meeting. Neither the business to be transacted at,\nnor the purpose of, any meeting of stockholders need be specified in any written\nwaiver of notice. Attendance of a stockholder at a meeting, in person or by\nproxy, shall constitute a waiver of notice of such meeting, except when the\nstockholder attends a meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business because the meeting\nis not lawfully convened or called. Neither the business to be transacted at,\nnor the purpose of, any regular or special meeting need be specified in any\nwritten waiver of notice unless so required by the certificate of incorporation\nor these bylaws.\n\n      SECTION 6. Conduct of Business. The chairman of any meeting of\nstockholders shall determine the order of business and the procedure at the\nmeeting, including such regulation of the manner of voting and the conduct of\ndiscussion as seem to him or her in order. The chairman shall have the power to\nadjourn the meeting to another place, if any, date and time. The date and time\nof the opening and closing of the polls for each matter upon which the\nstockholders will vote at the meeting shall be announced at the meeting.\n\n                                      -4-\n   5\n\n      SECTION 7. Adjournments. When a meeting is adjourned to another date, hour\nor place, notice need not be given of the adjourned meeting if the date, hour\nand place thereof are announced at the meeting at which the adjournment is\ntaken. If the adjournment is for more than 30 calendar days, or if after the\nadjournment a new record date is fixed for the adjourned meeting, a notice of\nthe adjourned meeting shall be given to each stockholder of record entitled to\nvote at the adjourned meeting. At the adjourned meeting any business may be\ntransacted which might have been transacted at the original meeting.\n\n      SECTION 8. Quorum. Except as otherwise provided by law or the certificate\nof incorporation, whenever a class of stock of the Corporation is entitled to\nvote as a separate class, or whenever classes of stock of the Corporation are\nentitled to vote together as a single class, on any matter brought before any\nmeeting of the stockholders, whether annual or special, holders of a majority of\nthe shares of stock of such class voting as a separate class, or classes voting\ntogether as a single class, as the case may be, outstanding and entitled to vote\nthereat, present in person or by proxy, shall constitute a quorum at any such\nmeeting of the stockholders. If, however, such quorum shall not be present or\nrepresented at any such meeting of the stockholders, the stockholders entitled\nto vote thereat may adjourn the meeting from time to time in accordance with\nSection 5 of this Article II until a quorum shall be present or represented.\n\n      SECTION 9. Voting. Except as otherwise provided by law or the certificate\nof incorporation, when a quorum is present with respect to any matter brought\nbefore any meeting of the stockholders, the affirmative vote of the holders of a\nmajority of the shares constituting such quorum shall decide any such matter.\n\n      SECTION 10. Proxies. Each stockholder entitled to vote at a meeting of\nstockholders or to express consent or dissent to corporate action in writing\nwithout a meeting may authorize another person or persons to act for such\nstockholder by proxy. Such proxy shall be filed with the Secretary before such\nmeeting of stockholders, at such time as the Board may require. No proxy shall\nbe voted or acted upon after three years from its date, unless the proxy\nprovides for a longer period.\n\n      SECTION 11. Stockholders' Consent in Lieu of Meeting.\n\n            (a) Any action required by the General Corporation Law of the State\nof Delaware to be taken at any annual or special meeting of the stockholders of\nthe Corporation, or any action which may be taken at any annual or special\nmeeting of the stockholders, may be taken without a meeting, without prior\nnotice and without a vote, if a consent in writing, setting forth the action so\ntaken, shall be signed by holders of outstanding stock having not less than the\nminimum number of votes that would be necessary to authorize or take such action\nat a meeting at which all shares entitled to vote thereon were present and\nvoted. Prompt notice of the taking of the corporate action without a meeting by\nless than unanimous written consent shall be given to those stockholders who\nhave not consented in writing.\n\n            (b) If any stockholder (a \"Proposing Stockholder\") seeks to act by\nwritten consent, the Proposing Stockholder shall, before soliciting written\nconsent of other stockholders, request that the Board fix a record date to\ndetermine those persons eligible to act as stockholders by \n\n                                      -5-\n   6\n\nwritten consent on the matter proposed. The request shall contain (i) the name\nand address of the Proposing Stockholder, (ii) a representation that the\nProposing Stockholder is a stockholder of record and (iii) a description of the\nmatter proposed for adoption by written consent. The request shall be in writing\nand delivered to or mailed to and received at the principal executive offices of\nthe Corporation. In the event the Board does not fix a record date within ten\ndays of receipt of said request, the record date shall be set in accordance with\nArticle VII, Section 7 hereof. Except as otherwise required by statute, the\ncertificate of incorporation or these bylaws, the Board shall have the exclusive\nauthority to set a record date with regard to actions sought or taken under this\nSection 11.\n\n                                  ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n      SECTION 1. General Powers. The business and affairs of the Corporation\nshall be managed by the Board, which may exercise all such powers of the\nCorporation and do all such lawful acts and things as are not by law or by the\ncertificate of incorporation directed or required to be exercised or done by the\nstockholders.\n\n      SECTION 2. Number and Term of Office. The number of directors of the\nCorporation shall be seven (7), until changed by a resolution duly adopted by\nthe Board. None of the directors need be stockholders of the Corporation.\nDirectors shall be elected at the annual meeting of stockholders by the holders\nof the outstanding shares of Common Stock, par value $0.01 per share (\"Common\nStock\"), of the Corporation entitled to vote thereat, and each director shall\nhold office until his successor is elected by the holders of the outstanding\nshares of Common Stock and qualified, or until his earlier death or resignation\nor removal in the manner hereinafter provided.\n\n      SECTION 3. Resignation, Removal and Vacancies.\n\n            (a) Any director may resign at any time upon written notice or\nnotice by electronic transmission to the attention of the Secretary of the\nCorporation. Such resignation shall take effect at the time specified therein\nor, if the time be not specified, upon receipt by the Corporation thereof; and,\nunless otherwise specified therein, acceptance of such resignation shall not be\nnecessary to make it effective.\n\n            (b) Unless otherwise restricted by statute or the certificate or\nincorporation, when one or more directors shall resign from the Board, effective\nat a future date, a majority of the directors then in office, including those\nwho have so resigned, shall fill such vacancy or vacancies, the vote thereon to\ntake effect when such resignation or resignations shall become effective, and\neach director so chosen shall hold office as provided in this section in the\nfilling of other vacancies.\n\n            (c) Unless otherwise restricted by statute or the certificate or\nincorporation, the Board shall designate a successor director in the event that\nthe office of any director becomes vacant \n\n                                      -6-\n   7\nby death, immediate resignation or other reason. Each director designated to\nfill such a vacancy shall hold office until the next annual election and until\nhis successor shall be elected and qualified. \n\n            (d) Unless otherwise provided in the certificate of incorporation or\nthese bylaws:\n\n                (i) Vacancies and newly created directorships resulting from any\nincrease in the authorized number of directors elected by all of the\nstockholders having the right to vote as a single class shall be filled only by\na majority of the directors then in office, although less than a quorum, or by a\nsole remaining director, and each director chosen to fill such vacancies and\nnewly created directorships shall hold office as provided in this section in the\nfilling of other vacancies.\n\n                (ii) Whenever the holders of any class or classes of stock or\nseries thereof are entitled to elect one or more directors by the certificate of\nincorporation, vacancies and newly created directorships of such class or\nclasses or series shall be filled only by a majority of the directors elected by\nsuch class or classes or series thereof then in office, or by a sole remaining\ndirector so elected, and each director chosen to fill such vacancies and newly\ncreated directorships shall hold office as provided in this section in the\nfilling of other vacancies.\n\n            (e) Unless otherwise restricted by statute, the certificate or\nincorporation or these bylaws, any director or the entire Board may be removed,\nwith or without cause, at any time by vote of the holders of a majority of the\noutstanding shares of Common Stock entitled to vote at an election of directors\nor by written consent of such stockholders pursuant to Section 11 of Article II\nhereof.\n\n            (f) If at any time, by reason of death or resignation or other\ncause, the Corporation should have no directors in office, then any officer or\nany stockholder or an executor, administrator, trustee or guardian of a\nstockholder, or other fiduciary entrusted with like responsibility for the\nperson or estate of a stockholder, may call a special meeting of stockholders in\naccordance with the provisions of the certificate of incorporation or these\nbylaws, or may apply to the Court of Chancery for a decree summarily ordering an\nelection as provided in Section 211 of the Delaware General Corporation Law.\n\n            (g) If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office constitute less than a majority of\nthe whole board (as constituted immediately prior to any such increase), then\nthe Court of Chancery may, upon application of any stockholder or stockholders\nholding at least ten (10) percent of the total number of the shares at the time\noutstanding having the right to vote for such directors, summarily order an\nelection to be held to fill any such vacancies or newly created directorships,\nor to replace the directors chosen by the directors then in office as aforesaid,\nwhich election shall be governed by the provisions of Section 211 of the\nDelaware General Corporation Law as far as applicable.\n\n            (h) Except as otherwise required by statute, the certificate of\nincorporation or these bylaws, the shareholders shall have no power to fill\nvacancies or newly created directorships on the Board.\n\n                                      -7-\n   8\n\n      SECTION 4. Meetings.\n\n            (a) Regular Meetings. Regular meetings of the Board may be held\nwithout notice at such time and at such place as shall from time to time be\ndetermined by the Board.\n\n            (b) Other Meetings. Other meetings of the Board shall be held at\nsuch times as the Board or the Chairman of the Board shall from time to time\ndetermine.\n\n            (c) Notice of Meetings. The Secretary shall give written notice to\neach director of each meeting, except for regular meetings, which notice shall\nstate the time and place of such meeting. Notice of the time and place of such\nmeetings shall be (i) delivered personally by hand, by courier or by telephone,\n(ii) sent by United States first-class mail, postage prepaid, (iii) sent by\nfacsimile, or (iv) sent by electronic mail directed to each director at that\ndirector's address, telephone number, facsimile number or electronic mail\naddress, as the case may be, as shown on the Corporation's records.\n\n                If the notice is (i) delivered personally by hand, by courier or\nby telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall\nbe delivered or sent at least 24 hours before the time of the holding of the\nmeeting. If the notice is sent by United States mail, it shall be deposited in\nthe United States mail at least four days before the time of the holding of the\nmeeting. Any oral notice may be communicated to the director. The notice need\nnot specify the place of the meeting (if the meeting is to be held at the\nCorporation's principal executive office) nor the purpose of the meeting. A\nwritten waiver of notice, signed by the person entitled thereto, whether before\nor after the time or the meeting stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except as provided by law.\n\n            (d) Place of Meetings. The Board may hold its meetings at such place\nor places, within or without the State of Delaware, as the Board or the Chairman\nof the Board may from time to time determine, or as shall be designated in the\nrespective notices or waivers or notice thereof.\n\n            (e) Quorum, and Manner of Acting. One-half of the total number of\ndirectors then in office (but in no case less than one-half of the total number\nof directors, and not less than two if the total number of directors is greater\nthan one) shall be present in person at any meeting of the Board in order to\nconstitute a quorum for the transaction of business at such meeting, and the\nvote of a majority of those directors present at any such meeting at which a\nquorum is present shall be necessary for the passage of any resolution or act of\nthe Board, except as otherwise expressly required by law or these By-laws. In\nthe absence of a quorum for any such meeting, a majority of the directors\npresent thereat may adjourn such meeting from time to time until a quorum shall\nbe present.\n\n            (f) Organization. At each meeting of the Board, one of the following\nshall act as chairman of the meeting and preside, in the following order or\nprecedence:\n\n                (i) the Chairman of the Board;\n\n                                      -8-\n   9\n\n                (ii) the President; or\n\n                (iii) any director chosen by a majority of the directors\npresent.\n\n      The Secretary or, in the case of his absence, any person (who shall be an\nAssistant Secretary, if an Assistant Secretary is present) whom the chairman\nshall appoint shall act as secretary of such meeting and keep the minutes\nthereof.\n\n      SECTION 5. Directors' Consent in Lieu of Meeting. Any action required or\npermitted to be taken at any meeting of the Board or of any committee thereof\nmay be taken without a meeting, without prior notice and without a vote, if a\nconsent in writing, setting forth the action so taken, shall be signed by all\nthe members of the Board or committee and such consent is filed with the minutes\nof the proceedings of the Board. Written consent of members of the Board or any\ncommittee may be evidenced in the records of the Corporation by original or\nfacsimile signatures, and either original or facsimile signatures shall\nconstitute prima facie evidence of the written consent of said member.\n\n      SECTION 6. Action by Means of Telephone or Similar Communications\nEquipment. Any one or more members of the Board, or of any committee designated\nby the Board, may participate in a meeting of the Board or any such committee by\nmeans of conference telephone or similar communications equipment by means of\nwhich all persons participating in the meeting can hear each other, and\nparticipation in a meeting by such means shall constitute presence in person at\nsuch meeting.\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n      SECTION 1. Committees of Directors. The Board may, by resolution passed by\na majority of the whole Board, designate one or more committees, with each\ncommittee to consist of one or more of the directors of the Corporation. The\nBoard may designate one or more directors as alternate members of any committee,\nwho may replace any absent or disqualified member at any meeting of the\ncommittee. In the absence or disqualification of a member of a committee, the\nmember or members thereof present at any meeting and not disqualified from\nvoting, whether or not such member or members 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, or in the\nbylaws of the Corporation, shall have and may exercise all the powers and\nauthority of the board of directors in the management of the business and\naffairs of the Corporation, and may authorize the seal of the Corporation to be\naffixed to all papers that may require it; but no such committee shall have the\npower or authority (i) approving or adopting or recommending to the\nstockholders, any action or matter expressly required by the Delaware General\nCorporation Law to be submitted to stockholders for approval or (ii) adopting,\namending, or repealing any bylaws of the Corporation.\n\n      SECTION 2. Committee Minutes. Each committee shall keep regular minutes of\nits meetings and report the same to the board of directors when required.\n\n                                      -9-\n   10\n\n      SECTION 3. Meetings and Action of Committees. Meetings and actions of\ncommittees shall be governed by, and held and taken in accordance with, the\nprovisions of Article III of these bylaws, Section 4 (Meetings), Section 5\n(Directors' Consent in Lieu of Meeting), and Section 6 (action by telephone or\nsimilar communications equipment), with such changes in the context of those\nbylaws as are necessary to substitute the committee and its members for the\nBoard and its members; provided, however, that the time of regular meetings of\ncommittees may be determined either by resolution of the Board or by resolution\nof the committee, that special meetings of committees may also be called by\nresolution of the Board and that notice of special meetings of committees shall\nalso be given to all alternate members, who shall have the right to attend all\nmeetings of the committee. The Board may adopt rules for the government of any\ncommittee not inconsistent with the provisions of these bylaws.\n\n\n                                   ARTICLE V\n\n                                    OFFICERS\n\n      SECTION 1. Executive Officers. The executive officers of the Corporation\nshall be a Chairman of the Board, a President and a Secretary and may include\none or more Vice Presidents and one or more Assistant Secretaries. Any two or\nmore offices may be held by the same person.\n\n      SECTION 2. Authority and Duties. All officers, as between themselves and\nthe Corporation, shall have such authority and perform such duties in the\nmanagement of the Corporation as may be provided in these By-laws or, to the\nextent not so provided, by resolution of the Board.\n\n      SECTION 3. Term of Office, Resignation and Removal. All officers shall be\nelected or appointed by the Board and shall hold office for such term as may be\ndetermined by the Board. Each officer shall hold office until his successor has\nbeen elected or appointed and qualified or his earlier death or resignation or\nremoval in the manner hereinafter provided. The Board may require any officer to\ngive security for the faithful performance of his duties.\n\n      Any officer may resign at any time by giving written notice to the Board\nor to the President or the Secretary of the Corporation, and such resignation\nshall take effect at the time specified therein or, if the time when it shall\nbecome effective is not specified therein, at the time it is accepted by action\nof the Board. Except as aforesaid, acceptance of such resignation shall not be\nnecessary to make it effective.\n\n      All officers and agents elected or appointed by the Board shall be subject\nto removal at any time by the Board or by the stockholders of the Corporation\nentitled to vote with or without cause.\n\n      SECTION 4. Vacancies. Any vacancy occurring in any office of the\nCorporation, for any reason, shall be filled by action of the Board. Any officer\nappointed or elected by the Board to fill any vacancy shall serve only until\nsuch time as the unexpired term of his predecessor expires unless reelected or\nreappointed by the Board.\n\n                                      -10-\n   11\n\n      SECTION 5. Chairman of the Board. The Chairman of the Board shall have the\npower to call special meetings of the stockholders, to call special meetings of\nthe Board and to preside at all meetings of the stockholders and all meetings of\nthe Board.\n\n      SECTION 6. President. The President shall be the chief operating officer\nof the Corporation and shall have general and active management and control of\nthe business and affairs of the Corporation subject to the control of the Board,\nand shall see that all orders and resolutions of the Board are carried into\neffect.\n\n      SECTION 7. Vice Presidents. Vice Presidents, if any, in order of their\nseniority or in any other order determined by the Board, shall generally assist\nthe President and perform such other duties as the Board or the President shall\nprescribe, and in the absence or disability of the President, perform the duties\nand exercise the powers of the President.\n\n      SECTION 8. Treasurer. The Treasurer, if any, shall have the care and\ncustody of all the funds of the Corporation and shall deposit the same in such\nbanks or other depositories as the Board, or any officer or officers, or any\nofficer and agent jointly, duly authorized by the Board, shall, from time to\ntime, direct or approve. He shall disburse the funds of the Corporation under\nthe direction of the Board, the Chairman of the Board or the President. He shall\nkeep a full and accurate account of all moneys received and paid on account of\nthe Corporation and shall render a statement of his accounts whenever the Board\nshall require. He shall perform all other necessary acts and duties in\nconnection with the administration of the financial affairs of the Corporation\nand shall generally perform all the duties usually appertaining to the office of\ntreasurer of a corporation.\n\n      SECTION 9. Assistant Treasurers. Assistant Treasurers, if any, in order of\ntheir seniority or in any other order determined by the Board, shall generally\nassist the Treasurer and perform such other duties as the Board or the Treasurer\nshall prescribe, and, in the absence or disability of the Treasurer, shall\nperform the duties and exercise the powers of the Treasurer.\n\n      SECTION 10. Secretary. The Secretary shall, to the extent practicable,\nattend all meetings of the Board and all meetings of the stockholders and shall\nrecord all votes and the minutes of all proceedings in a book to be kept for\nthat purpose, and shall perform like duties for any standing committees when\nrequired. He shall give or cause to be given notice of all meetings of the\nstockholders and of the Board, and shall perform such other duties as may be\nprescribed by the Board or the President, under whose supervision he shall act.\nHe shall keep in safe custody the seal of the Corporation and affix the same to\nany duly authorized instrument requiring it and, when so affixed, it shall be\nattested by his signature or by the signature of the Treasurer or an Assistant\nSecretary or an Assistant Treasurer. He shall keep in safe custody the\ncertificate books and stockholder records and such other books and records as\nthe Board may direct and shall perform all other duties incident to the office\nof Secretary and such other duties as from time to time may be assigned to him\nby the President or the Board.\n\n      SECTION 11. Assistant Secretaries. Assistant Secretaries if any, in order\nof their seniority or in any other order determined by the Board, shall\ngenerally assist the Secretary and perform such \n\n                                      -11-\n   12\n\nother duties as the Board or the Secretary shall prescribe, and, in the absence\nor disability of the Secretary, shall perform the duties and exercise the powers\nof the Secretary.\n\n      SECTION 12. Compensation. The Board, or any committee thereof designated\nby the Board, shall have the power to fix the compensation of all officers of\nthe Corporation.\n\n                                   ARTICLE VI\n\n                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.\n\n      SECTION 1. Execution of Documents. The Board shall designate the officers,\nemployees and agents of the Corporation who shall have power to execute and\ndeliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other\norders for the payment of money and other documents for and in the name of the\nCorporation, and may authorize such officers, employees and agents to delegate\nsuch power (including authority to redelegate) by written instrument to other\nofficers, employees or agents of the Corporation; and, unless so designated or\nexpressly authorized by these By-laws, no officer or agent or employee shall\nhave any power or authority to bind the Corporation by any contract or\nengagement or to pledge its credit or to render it liable pecuniarily for any\npurpose or to any amount.\n\n      SECTION 2. Deposits. All funds of the Corporation not otherwise employed\nshall be deposited from time to time to the credit of the Corporation or\notherwise as the Board, or any officer of the Corporation to whom power in this\nrespect shall have been given by the Board, shall direct.\n\n      SECTION 3. Proxies in Respect of Stock or Other Securities of Other\nCorporations. The Board shall designate the officers of the Corporation who\nshall have authority from time to time to appoint an agent or agents of the\nCorporation to exercise in the name and on behalf of the Corporation the powers\nand rights which the Corporation may have as the holder of stock or other\nsecurities in any other corporation, and to vote or consent in respect of such\nstock or securities. Such designated officers may instruct the person or persons\nso appointed as to the manner of exercising such powers and rights, and such\ndesignated officers may execute or cause to be executed in the name and on\nbehalf of the Corporation and under its corporate seal, or otherwise, such\nwritten proxies, powers of attorney or other instruments as they may deem\nnecessary or proper in order that the Corporation may exercise its said powers\nand rights.\n\n\n                                  ARTICLE VII\n\n                          SHARES AND TRANSFER OF SHARES\n\n      SECTION 1. Certificates for Shares. Every owner of shares of stock of the\nCorporation shall be entitled to have a certificate certifying the number and\nclass of shares of stock of the Corporation owned by him, which certificate\nshall be in such form as may be prescribed by the \n\n                                      -12-\n   13\n\nBoard. Certificates shall be issued in consecutive order and shall be numbered\nin the order of their issue, and shall be signed by or in the name of, the\nCorporation by the President or a Vice President and by the Secretary, Treasurer\nor an Assistant Secretary.\n\n      SECTION 2. Stock Ledger. A stock ledger in one or more counterparts shall\nbe kept, in which shall be recorded the name of each person, firm or corporation\nowning the shares evidenced by each certificate for stock of the Corporation\nissued, the number of shares of stock evidenced by each such certificate, the\ndata thereof and, in the case of cancellation, the date of cancellation. Except\nas otherwise expressly required by law, the person in whose name shares of stock\nstand on the stock ledger of the Corporation shall be deemed the owner thereof\nfor all purposes as regards the Corporation.\n\n      SECTION 3. Transfer of Stock.\n\n            (a) The transfer of shares of stock and the certificates evidencing\nsuch shares of stock of the Corporation shall be governed by Article 8 of\nSubtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as\namended from time to time.\n\n            (b) Registration of transfers of shares of stock of the Corporation\nshall be made only on the books of the Corporation upon request of the\nregistered holder thereof, or of his attorney thereunto authorized by power of\nattorney duly executed and filed with the Secretary of the Corporation, and upon\nthe surrender of the certificate or certificates for such shares of stock\nproperly endorsed or accompanied by a stock power duly executed.\n\n      SECTION 4. Addresses of Stockholders. Each stockholder shall designate to\nthe Secretary of the Corporation an address at which notices of meetings and all\nother corporate notices may be served or mailed to him, and, if any stockholder\nshall fail to so designate such an address, corporate notices may be served upon\nhim by mail directed to him at his post office address, if any, as the same\nappears on the share record books of the Corporation or at his last known post\noffice address.\n\n      SECTION 5. Lost, Destroyed and Mutilated Certificates. A holder of any\nshares of stock of the Corporation shall promptly notify the Corporation of any\nloss, destruction or mutilation of any certificate or certificates evidencing\nall or any such shares of stock. The Board may, in its discretion, cause the\nCorporation to issue a new certificate in place of any certificate theretofore\nissued by it and alleged to have been mutilated, lost, stolen or destroyed, upon\nthe surrender of the mutilated certificates or, in the case of loss or\ndestruction of the certificate, upon satisfactory proof of such loss or\ndestruction, and the Board may, in its discretion, require the owner of the lost\nor destroyed certificate or his legal representative to give the Corporation a\nbond sufficient to indemnify the Corporation against any claim made against it\non account of the alleged loss, theft or destruction of any such certificate or\nthe issuance of such new certificate.\n\n      SECTION 6. Regulations. The Board may make such rules and regulations as\nit may deem expedient, not inconsistent with these By-laws, concerning the\nissue, transfer and registration of certificates for stock of the Corporation.\n\n                                      -13-\n   14\n\n      SECTION 7. Fixing Date for Determination of Stockholders of Record. In\norder that the Corporation may determine the stockholders entitled to notice of\nor to vote at any meeting of stockholders or any adjournment thereof, or to\nexpress consent to corporate action in writing without a meeting, or entitled to\nreceive payment of any dividend or other distribution or allotment of any\nrights, or entitled to exercise any rights in respect of any change, conversion\nor exchange of stock or for the purpose of any other lawful action, the Board\nmay fix, in advance, a record date, which shall not be more than 60 nor less\nthan 10 calendar days before the date of such meeting, nor more than 60 calendar\ndays prior to any other action. A determination of stockholders entitled to\nnotice of or to vote at a meeting of the stockholders shall apply to any\nadjournment of the meeting; provided, however, that the Board may fix a new\nrecord date for the adjourned meeting. Except as otherwise provided by statute,\nthe certificate of incorporation or these bylaws, the Board shall have the\nexclusive right to set a record date.\n\n      In order that the Corporation may determine the stockholders entitled to\nconsent to corporate action without a meeting (including by telegram, cablegram\nor other electronic transmission as permitted by law) the Board may fix a record\ndate, which shall not precede the date upon which the resolution fixing the\nrecord date is adopted by the Board, and which record date shall not be more\nthan 10 days after the date upon which the resolution fixing the record date is\nadopted. If no record date has been fixed by the Board within the 10-day period\nprescribed by Article II, Section 11 hereof, and no prior action by the Board is\nrequired by the Delaware General Corporation Law, the record date shall be the\nfirst date on which a signed written consent setting forth the action taken or\nproposed to be taken is delivered to the Corporation in the manner prescribed by\nArticle II, Section 11 hereof. If no record date has been fixed by the Board and\nprior action by the Board is required by the Delaware General Corporation Law\nwith respect to the proposed action by written consent of the stockholders, the\nrecord date for determining stockholders entitled to consent to corporate action\nin writing shall be at the close of the business day on which the Board adopts a\nresolution taking such prior action.\n\n\n                                  ARTICLE VIII\n\n                                      SEAL\n\n      The Board may provide a corporate seal, which shall be in the form of a\ncircle and shall bear the full name of the Corporation and the words and figures\n\"CORPORATE SEAL 1989 DELAWARE\".\n\n                                   ARTICLE IX\n\n                                   FISCAL YEAR\n\n      The fiscal year of the Corporation shall end on the thirtieth day of\nSeptember in each year, unless changed by resolution of the Board.\n\n                                      -14-\n   15\n\n                                   ARTICLE X\n\n                                   AMENDMENTS\n\n      Any by-law (including these By-laws) may be adopted, amended or repealed\nby the vote of the holders of a majority of the outstanding shares of Common\nStock of the Corporation entitled to vote at an election of directors or by\nwritten consent of such holders of Common Stock of the Corporation pursuant to\nSection 11 of Article II hereof or by vote of the Board or by written consent of\nthe directors pursuant to Section 5 of Article III hereof.\n\n\n                                   ARTICLE XI\n\n                                    INDEMNITY\n\n      SECTION 1. Indemnification of Directors and Officers. The Corporation\nshall, to the maximum extent and in the manner permitted by the General\nCorporation Law of Delaware, indemnify each of its directors and officers\nagainst expenses (including attorneys' fees), judgments, fines, settlements, and\nother amounts actually and reasonably incurred in connection with any\nproceeding, arising by reason of the fact that such person is or was an agent of\nthe Corporation. For purposes of this Section 1 of Article XI, a \"director\" or\n\"officer\" of the Corporation includes any person (i) who is or was a director or\nofficer of the Corporation, (ii) who is or was serving at the request of the\nCorporation as a director or officer of another corporation, partnership, joint\nventure, trust or other enterprise, or (iii) who was a director or officer of a\ncorporation which was a predecessor corporation of the Corporation or of another\nenterprise at the request of such predecessor corporation.\n\n      SECTION 2. Indemnification of Others. The Corporation shall, to the extent\nand in the manner permitted by the General Corporation Law of Delaware, to\nindemnify each of its employees and agents (other than directors and officers)\nagainst expenses (including attorneys' fees), judgments, fines, settlements, and\nother amounts actually and reasonably incurred in connection with any\nproceeding, arising by reason of the fact that such person is or was an agent of\nthe Corporation. For purposes of this Section 2 of Article XI, an \"employee\" or\n\"agent\" of the Corporation (other than a director or officer) includes any\nperson (i) who is or was an employee or agent of the Corporation, (ii) who is or\nwas serving at the request of the Corporation as an employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise, or (iii) who\nwas an employee or agent of a corporation which was a predecessor corporation of\nthe Corporation or of another enterprise at the request of such predecessor\ncorporation.\n\n      SECTION 3. Insurance. The Corporation may purchase and maintain insurance\non behalf of any person who is or was a director, officer, employee or agent of\nthe Corporation, or is or was serving at the request of the Corporation as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise against any liability asserted against him\nand incurred by him in any such capacity, or arising out of his status as such,\nwhether or not the \n\n                                      -15-\n   16\n\nCorporation would have the power to indemnify him against such liability under\nthe provisions of the General Corporation Law of Delaware.\n\n\n                                  ARTICLE XII\n\n                        NOTICE BY ELECTRONIC TRANSMISSION\n\n      SECTION 1. Notice by Electronic Transmission. Without limiting the manner\nby which notice otherwise may be given effectively to stockholders pursuant to\nthe General Corporation Law of Delaware, the certificate of incorporation or\nthese bylaws, any notice to stockholders given by the Corporation under any\nprovision of the General Corporation Law of Delaware, the certificate of\nincorporation or these bylaws shall be effective if given by a form of\nelectronic transmission consented to by the stockholder to whom the notice is\ngiven. Any such consent shall be revocable by the stockholder by written notice\nto the Corporation. Any such consent shall be deemed revoked if:\n\n            (a) the Corporation is unable to deliver by electronic transmission\ntwo consecutive notices given by the Corporation in accordance with such\nconsent; and \n\n            (b) such inability becomes known to the secretary or an assistant\nsecretary of the Corporation or to the transfer agent, or other person\nresponsible for the giving of notice.\n\nHowever, the inadvertent failure to treat such inability as a revocation shall\nnot invalidate any meeting or other action.\n\n      Any notice given pursuant to the preceding paragraph shall be deemed\ngiven:\n\n            (i) if by facsimile telecommunication, when directed to a number at\nwhich the stockholder has consented to receive notice;\n\n            (ii) if by electronic mail, when directed to an electronic mail\naddress at which the stockholder has consented to receive notice;\n\n            (iii) if by a posting on an electronic network together with\nseparate notice to the stockholder of such specific posting, upon the later of\n(A) such posting and (B) the giving of such separate notice; and\n\n            (iv) if by any other form of electronic transmission, when directed\nto the stockholder.\n\n      An affidavit of the secretary or an assistant secretary or of the transfer\nagent or other agent of the Corporation that the notice has been given by a form\nof electronic transmission shall, in the absence of fraud, be prima facie\nevidence of the facts stated therein.\n\n                                      -16-\n   17\n\n      SECTION 2. Definition of Electronic Transmission. An \"electronic\ntransmission\" means any form of communication, not directly involving the\nphysical transmission of paper, that creates a record that may be retained,\nretrieved, and reviewed by a recipient thereof, and that may be directly\nreproduced in paper form by such a recipient through an automated process.\n\n      SECTION 3. Inapplicability. Notice by a form of electronic transmission\nshall not apply to Sections 164, 296, 311, 312 or 324 of the General Corporation\nLaw of Delaware.\n\n                                      -17-\n   18\n\n                               SANMINA CORPORATION\n\n                       CERTIFICATE OF AMENDMENT OF BYLAWS\n\n                       ---------------------------------\n\n\n      The undersigned hereby certifies that he is the duly elected, qualified,\nand acting Secretary of Sanmina Corporation, a Delaware corporation and that the\nforegoing bylaws, comprising 17 pages, were amended and restated on May 17, 2001\nby the Corporation's board of directors.\n\n      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th\nday of May, 2001.\n\n\n                                        \/s\/ Christopher D. Mitchell\n                                        ----------------------------------------\n                                        Christopher D. Mitchell\n                                        Secretary\n\n                                      -18-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8754],"corporate_contracts_industries":[9507],"corporate_contracts_types":[9573,9574],"class_list":["post-41472","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sanmina-corp","corporate_contracts_industries-technology__equipment","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\/41472","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=41472"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41472"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41472"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41472"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}