{"id":41473,"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-sohu-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-sohu-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-sohu-com-inc.html","title":{"rendered":"By-Laws &#8211; Sohu.com Inc."},"content":{"rendered":"<pre> \n                             AMENDED AND RESTATED\n\n                                    BY-LAWS\n\n                                      OF\n\n                                 SOHU.COM INC.\n\n                                   ARTICLE I\n\n                                    Offices\n                                    -------\n                                        \n     SECTION 1.  Registered Office.  The registered office of Sohu.com Inc. (the\n                 -----------------                                              \n'Corporation') in the State of Delaware, shall be 1209 Orange Street,\nWilmington, Delaware 19805, in the County of New Castle. The name of the\nregistered agent at such office shall be The Corporation Trust Company.\n\n     SECTION 2.  Other Offices.  The Corporation may also have offices at such\n                 -------------                                                \nother places either within or without the State of Delaware as the Board of\nDirectors (the 'Board') may from time to time determine.\n\n                                   ARTICLE 11\n\n                            Meetings of Stockholders\n                            ------------------------\n                                        \n     SECTION 1.  Annual Meetings.  The annual meeting of the stockholders of the\n                 ---------------                                                \nCorporation for the election of directors and for the transaction of such other\nbusiness as may properly come before the meeting shall be held at such hour and\nplace as the Board may determine on the second Tuesday in May of each year or on\nsuch other date as the Board may determine. If for any reason the annual meeting\nshall not be held on the date fixed herein, a special meeting in lieu of the\nannual meeting may be held, with all the force and effect of an annual meeting,\non such date and at such place and hour as shall be designated by the Board in\nthe notice thereof.  At the annual meeting any business may be transacted\nwhether or not the notice of such meeting shall have contained a reference\nthereto, except where such a reference is required by law, the Certificate of\nIncorporation or these By-laws.\n\n     SECTION 2.  Special Meetings.  A special meeting of the stockholders for\n                 ----------------                                            \nany purpose or purposes may be called at any time by the Board or by the\nPresident, and such meeting shall be held on such date and at such place and\nhour as shall be designated in the notice thereof.  Any power of stockholders to\ncall a special meeting is specifically denied.\n\n     SECTION 3.  Notice of Meetings.  Except as otherwise expressly required by\n                 ------------------                                            \nthese By-laws or by law, notice of each meeting of the stockholders shall be\ngiven not less than ten (10) nor more than sixty (60) days before the date of\nthe meeting to each \n\n                                      -1-\n\n \nstockholder of record entitled to notice of, or to vote at, such meeting by\ndelivering a notice thereof to such stockholder personally or by depositing such\nnotice in the United States mail, directed to such stockholder at such\nstockholder's address as it appears on the stock records of the Corporation.\nEvery such notice shall state the place, date and hour of the meeting and, in\nthe case of a special meeting, the purpose or purposes for which the meeting is\ncalled. Notice of any adjourned meeting of the stockholders shall not be\nrequired to be given if the time and place thereof are announced at the meeting\nat which the adjournment is taken and a new record date for the adjourned\nmeeting is not thereafter fixed.\n\n     SECTION 4.  Quorum and Manner of Acting.  Except as otherwise expressly\n                 ---------------------------                                \nrequired by law, if stockholders holding of record a majority of the shares of\nstock of the Corporation issued, outstanding and entitled to be voted at the\nparticular meeting shall be present in person or by proxy, a quorum for the\ntransaction of business at any meeting of the stockholders shall exist. In the\nabsence of a quorum at any such meeting or any adjournment or adjournments\nthereof, a majority in voting interest of those present in person or by proxy\nand entitled to vote thereat may adjourn such meeting from time to time until\nstockholders holding the amount of stock requisite for a quorum shall be present\nin person or by proxy. At any such adjourned meeting at which a quorum is\npresent any business may be transacted which might have been transacted at the\nmeeting as originally called.\n\n     SECTION 5.  Voting.  Except as otherwise provided in the Certificate of\n                 ------                                                     \nIncorporation, each stockholder shall, at each meeting of the stockholders, be\nentitled to one vote in person or by proxy for each share of stock of the\nCorporation which has voting power on the matter in question held by such\nstockholder and registered in such stockholder's name on the stock record of the\nCorporation:\n\n          (a) on the date fixed pursuant to the provisions of Section 6 of\nArticle VII of these By-laws as the record date for the determination of\nstockholders who shall be entitled to receive notice of and to vote at such\nmeeting; or\n\n          (b) if no record date shall have been so fixed, at the close of\nbusiness on the day next given or, if notice of the meeting shall be waived, at\nthe close of business on the day next preceding the day on which the meeting\nshall be held.\n\nAt all meetings of the stockholders all matters, except as otherwise provided in\nthe Certificate of Incorporation, in these By-laws or by law, shall be decided\nby the vote of a majority in voting interest of the stockholders present in\nperson or by proxy and entitled to vote thereat, a quorum being present.\n\n     SECTION 6.  Written Consent of Stockholders in Lieu of Meeting Not\n                 ------------------------------------------------------\nPermitted.  Any action required to be taken or any other action which may be\n---------                                                                   \ntaken must be taken at a duly called annual or special meeting of stockholders,\nand may not be taken by a consent in writing by such holders.\n\n                                      -2-\n\n \n     SECTION 7.  Advance Notice of Stockholder Proposals.  At any annual or\n                 ---------------------------------------                   \nspecial meeting of stockholders, proposals by stockholders and persons nominated\nfor election as directors by stockholders shall be considered only if advance\nnotice thereof has been timely given as provided herein and such proposals or\nnominations are otherwise proper for consideration under applicable law and the\nCertificate of Incorporation and By-laws of the Corporation.  Notice of any\nproposal to be presented by any stockholder or of the name of any person to be\nnominated by any stockholder for election as a director of the Corporation at\nany meeting of stockholders shall be delivered to the Secretary of the\nCorporation at its principal executive office not less than 60 nor more than 90\ndays prior to the date of the meeting, provided, however, that if the date of\n                                       --------  -------                     \nthe meeting is first publicly announced or disclosed (in a public filing or\notherwise) less than 70 days prior to the date of the meeting, such advance\nnotice shall be given not more than ten days after such date is first so\nannounced or disclosed.  Public notice shall be deemed to have been given more\nthan 70 days in advance of the annual meeting if the Corporation shall have\npreviously disclosed, in these By-laws or otherwise, that the annual meeting in\neach year is to be held on a determinable date, unless and until the Board\ndetermines to hold the meeting on a different date.\n\n     Any stockholder who gives notice of any such proposal shall deliver\ntherewith the text of the proposal to be presented and a brief written statement\nof the reasons why such stockholder favors the proposal and setting forth such\nstockholder's name and address, the number and class of all shares of each class\nof stock of the Corporation beneficially owned by such stockholder and any\nmaterial interest of such stockholder in the proposal (other than as a\nstockholder).  Any stockholder desiring to nominate any person for election as a\ndirector of the Corporation shall deliver with such notice a statement in\nwriting setting forth the name of the person to be nominated, the number and\nclass of all shares of each class of stock of the Corporation beneficially owned\nby such person, the information regarding such person required by  paragraphs\n(a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and\nExchange Commission (or the corresponding provisions of any regulation\nsubsequently adopted by the Securities and Exchange Commission applicable to the\nCorporation), such person's signed consent to serve as a director of the\nCorporation if elected, such stockholder's name and address and the number and\nclass of all shares of each class of stock of the Corporation beneficially owned\nby such stockholder.\n\n     The person presiding at the meeting, in addition to making any other\ndeterminations that may be appropriate to the conduct of the meeting, shall\ndetermine whether such notice has been given and shall direct that proposals and\nnominees not be considered if such notice has not been given.\n\n     SECTION 8.  Inspectors.  Either the Board or, in the absence of a\n                 ----------                                           \ndesignation of inspectors by the Board, the chairman of the meeting may, in the\ndiscretion of the Board or the chairman, appoint one or more inspectors, who\nneed not be stockholders, who shall receive and take charge of ballots and\nproxies and decide all questions relating to the qualification of those\nasserting the right to vote and the validity of ballots and proxies. In the\nevent of the failure or refusal to serve of any inspector designated by the\nBoard, the \n\n                                      -3-\n\n \nchairman of the meeting shall appoint an inspector to act in place of each such\ninspector designated by the Board.\n\n                                  ARTICLE III\n\n                               Board of Directors\n                               ------------------\n                                        \n     SECTION 1.  General Powers.  The property, business, affairs and policies\n                 --------------                                               \nof the Corporation shall be managed by or under the direction of the Board.\n\n     SECTION 2.  Number and Term of Office. The number of directors which shall\n                 -------------------------                                     \nconstitute the entire Board shall be seven (7) initially and thereafter the\nnumber shall be fixed from time to time by resolution of the Board.\n\n     SECTION 3.  Meetings.\n                 -------- \n\n          (A)  Annual Meeting.  The annual meeting of the Board, for the purpose\n               --------------\nof organization, the election of officers and the transaction of other business,\nshall be held as promptly as practicable after each annual meeting of\nstockholders or the special meeting in lieu thereof.\n\n          (B)  Regular Meetings.  Regular meetings of the Board or any committee\n               ----------------                                                 \nthereof shall be held at such time and place, within or without the State of\nDelaware, as the Board or such committee shall from time to time determine.\n\n          (C)  Special Meetings.  Special meetings of the Board may be called by\n               ---------------- \norder of the President or by a majority of the directors then in office.\n\n          (D)  Notice of Meetings.  No notice of regular meetings of the Board\n               ------------------   \nor of any committee thereof or of any adjourned meeting thereof need be given.\nThe Secretary shall give prior notice to each director of the time and place of\neach special meeting of the Board or adjournment thereof. Such notice shall be\ngiven to each director in person or by telephone, fax or ordinary mail, not less\nthan two days before the meeting if given in person or by telephone or fax and,\nif given by mail, post marked at least four (4) days prior to the special\nmeeting if given by mail, and sent to such director at the director's residence\nor usual business address. Each such notice shall state the time and place of\nthe meeting and purpose thereof. In lieu of the notice to be given as set forth\nabove, a waiver thereof in writing, signed by the director or directors entitled\nto said notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto for purposes of this Section 3(D). No notice to or waiver by\nany director with respect to any special meeting shall be required if such\ndirector shall be present at said meeting.\n\n          (E)  Quorum and Manner of Acting.\n               --------------------------- \n\n               (a) At all meetings of the Board, each director present shall\nhave one vote, irrespective of the number of shares of stock, if any, which he\nmay hold.\n\n                                      -4-\n\n \n               (b) Except as otherwise expressly required by these By-laws or by\nlaw, a majority of the directors then in office and a majority of the members of\nany committee shall be present in person at any meeting thereof in order to\nconstitute a quorum for the transaction of business at such meeting, and the\nvote of a majority of the directors present at any such meeting at which a\nquorum is present shall be necessary for the passage of any resolution or for an\nact to be the act of the Board or such committee. In the absence of a quorum, a\nmajority of the directors present thereat may adjourn such meeting either\nfinally or from time to time to another time and place until a quorum shall be\npresent thereat. In the latter case notice of the adjourned time and place shall\nbe given as aforesaid to all directors.\n\n          (F)  Consent in Lieu of Meeting. Any action required or permitted to\n               --------------------------   \nbe taken at any meeting of the Board or any committee thereof may be taken\nwithout a meeting if all members of the Board or committee, as the case may be,\nconsent thereto in a writing or writings and such writing or writings are filed\nwith the minutes of the proceedings of the Board or committee. Such consents\nshall be treated for all purposes as a vote at a meeting.\n\n          (G)  Action by Communications Equipment. The directors may participate\n               ----------------------------------\nin a meeting of the Board or any committee thereof by means of conference\ntelephone or similar communications equipment by means of which all persons\nparticipating in the meeting can hear each other and such participation shall\nconstitute presence in person at such meeting.\n\n     SECTION 4.  Compensation.  Each director, in consideration of serving as\n                 ------------                                                \nsuch, may receive from the Corporation such amount per annum and such fees and\nexpenses incurred for attendance at meetings of the Board or of any committee,\nor both, as the Board may from time to time determine. Nothing contained in this\nSection shall be construed to preclude any director from serving the Corporation\nin any other capacity and receiving compensation therefor.\n\n     SECTION 5.  Restoration, Removal and Vacancies.  Any director may resign at\n                 ----------------------------------                             \nany time by giving written notice, of such resignation to the President or the\nSecretary.\n\n     Any such resignation shall take effect at the time specified therein or, if\nnot specified therein, upon receipt.  Unless otherwise specified in the\nresignation, its acceptance shall not be necessary to make it effective.  Except\nas provided for in the Certificate of Incorporation, any or all of the directors\nmay be removed at any time at a duly called and duly held meeting of\nshareholders by vote of a majority of shares then entitled to vote at an\nelection of directors.\n\n     If the office of any director becomes vacant at any time by reason of\ndeath, resignation, retirement, disqualification, removal from office or\notherwise, or if any new directorship is created by any increase in the\nauthorized number of directors, a majority of the directors then in office,\nthough less than a quorum, or the sole remaining director, \n\n                                      -5-\n\n \nmay choose a successor or fill the newly created directorship and the director\nso chosen shall hold office, subject to the provisions of these By-laws, until\nthe next annual election of directors and until his successor shall be duly\nelected and shall qualify. In the event that a vacancy arising as aforesaid\nshall not have been filled by the Board, such vacancy may be filled by the\nstockholders at any meeting thereof after such office becomes vacant. If one or\nmore directors shall resign from the Board, effective at a future date, a\nmajority of the directors then in office, including those who have so\nprospectively resigned, shall have the power to fill such vacancy or vacancies,\nthe vote thereon to take effect when such resignation or resignations shall\nbecome effective, and each director so chosen shall hold office as herein\nprovided in the filling of other vacancies.\n\n     In the event of any increase or decrease in the authorized number of\ndirectors: (a) each director then serving as such shall nonetheless continue as\na director of the class of which he is a member until the expiration of his\ncurrent term, or his earlier death, retirement, resignation, or removal; and (b)\nthe newly created or eliminated directorships resulting from such increase or\ndecrease shall be apportioned by the Board among the two classes of directors so\nas to maintain such classes as nearly equal in number as reasonably possible.\n\n     SECTION 6.  Committees.  The directors may, by vote of a majority of the\n                 ----------                                                  \ndirectors then in office, appoint from their number one or more committees and\ndelegate to such committees some or all of their powers to the extent permitted\nby law, the Certificate of Incorporation or these By-laws.  Except as the Board\nmay otherwise determine, any such committee may, by majority vote of the entire\ncommittee, make rules for the conduct of its business.  The directors shall have\nthe power at any time to fill vacancies in any such committee, to change its\nmembership or to discharge the committee.\n\n                                   ARTICLE IV\n\n                                    Officers\n                                    --------\n                                        \n     SECTION 1.  Election and Appointment and Term of Office.  The officers of\n                 -------------------------------------------                  \nthe Corporation shall be a President, such number, if any, of Vice Presidents\n(including any Executive or Senior Vice Presidents) as the Board may from time\nto time determine, a Secretary and a Treasurer.  Each such officer shall be\nelected by the Board at its annual meeting and hold office for such term as may\nbe prescribed by the Board.  Two or more offices may be held by the same person.\nThe President may, but need not, be chosen from among the directors.\n\n     The Board may elect or appoint (and may authorize the President to appoint)\nsuch other officers (including one or more Assistant Secretaries and Assistant\nTreasurers) as it deems necessary who shall have such authority and shall\nperform such duties as the Board or the President may from time to time\nprescribe.\n\n     If additional officers are elected or appointed during the year, each shall\nhold \n\n                                      -6-\n\n \noffice until the next annual meeting of the Board at which officers are\nregularly elected or appointed and until such officer's successor is elected or\nappointed and qualified or until such officer's earlier death or resignation or\nremoval in the manner hereinafter provided.\n\n     SECTION 2.  Duties and Functions.\n                 ---------------------\n\n          (A)  President. The President shall be the chief executive officer of\n               ----------                                                      \nthe Corporation and shall have general direction and supervision over the\nbusiness and affairs of the Corporation, subject to the directions and\nlimitations imposed by the Board and these By-laws, and shall see that all\norders and resolutions of the Board are carried into effect. The President\nshall, if present, preside at all meetings of stockholders and of the Board and\nshall also perform such other duties and have such other powers as are\nprescribed by these By-laws or as may be from time to time prescribed by the\nBoard, or these By-laws.\n\n          (B)  Vice Presidents.  Each Vice President shall have such powers and\n               ---------------                                                 \nduties as shall be prescribed by the Board.\n\n          (C)  Secretary.  The Secretary shall attend and keep the records of\n               ---------   \nall meetings of the stockholders, the Board and all other committees, if any, in\none or more books kept for that purpose. The Secretary shall give or cause to be\ngiven due notice of all meetings accordance with these By-laws and as required\nby law. The Secretary shall notify the several officers of the Corporation of\nall action taken by the Board concerning matters relating to their duties and\nshall transmit to the appropriate officers copies of all contracts and\nresolutions approved by the Board. The Secretary shall be custodian of the seal\nof the Corporation and of all contracts, deeds, documents and other corporate\npapers, records (except financial and accounting records) and indicia of title\nto properties owned by the Corporation as shall not be committed to the custody\nof another officer by the Board or by the President. The Secretary shall affix\nor cause to be affixed the seal of the Corporation to instruments requiring the\nsame when the same have been signed on behalf of the Corporation by a duly\nauthorized officer. The Secretary shall perform all duties and have all powers\nincident to the office of Secretary and shall perform such other duties as shall\nbe assigned by the Board or the President. The Secretary may be assisted by one\nor more Assistant Secretaries, who shall, in the absence or disability of the\nSecretary, perform the duties and exercise the powers of the Secretary.\n\n          (D)  Treasurer.  The Treasurer shall have charge and custody of the\n               ---------                                                     \ncorporate funds and other valuable effects, including securities. The Treasurer\nshall keep true and full accounts of all assets, liabilities, receipts and\ndisbursements and other transactions of the Corporation and shall cause regular\naudits of the books and records of the Corporation to be made. The Treasurer\nshall perform all duties and have all powers incident to the office of Treasurer\nand shall perform such other duties as shall be assigned by the Board or the\nPresident. The Treasurer may be assisted by one or more Assistant Treasurers,\nwho shall, in the absence or disability of the Treasurer, perform the duties or\nexercise the powers of the Treasurer.\n\n                                      -7-\n\n \n     SECTION 4.  Resignation, Removal and Vacancies.  Any officer may resign at\n                 ----------------------------------\nany time by giving written notice of such resignation to the President or the\nSecretary of the Corporation. Any such resignation shall take effect at the time\nspecified therein or, if not specified therein, when accepted by action of the\nBoard.\n\n     Any officer, agent or employee may be removed, with or without cause, at\nany time by the Board or by the officer who made such appointment.\n\n     A vacancy in any office may be filled for the unexpired portion of the term\nin the same manner as provided in these By-laws for election or appointment to\nsuch office.\n\n                                   ARTICLE V\n\n                      Waiver of Notices; Place of Meetings\n                      ------------------------------------\n                                        \n     SECTION 1.  Waiver of Notices.  Whenever notice is required to be given by\n                 ----------------- \nthe Certificate of Incorporation, by these By-laws or by law, a waiver thereof\nin writing, signed by the person entitled to such notice, or by attorney\nthereunto authorized, shall be deemed equivalent to notice, whether given before\nor after the time specified therein. Attendance of a person at a meeting shall\nconstitute a waiver of notice of such meeting, except where the person attends\nthe meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business on the ground that the meeting is\nnot lawfully called or convened.\n\n     SECTION 2.  Place of Meetings.  Any meeting of the stockholders, the Board\n                 -----------------   \nor any committee of the Board may be held within or outside the State of\nDelaware.\n\n                                   ARTICLE VI\n\n                      Execution and Delivery of Documents:\n                      ------------------------------------\n                      Deposits; Proxies; Books and Records\n                      ------------------------------------\n                                        \n     SECTION 1.  Execution and Delivery of Documents; Delegation.  The Board\n                 -----------------------------------------------      \nshall designate the officers, employees and agents of the Corporation who shall\nhave power to execute and deliver deeds, contracts, mortgages, bonds,\ndebentures, checks, drafts and other orders for the payment of money and other\ndocuments for and in the name of the Corporation and may authorize such\nofficers, employees and agents to delegate such power (including authority to\nredelegate) by written instrument to other officers, employees or agents of the\nCorporation.\n\n     SECTION 2.  Deposits.  All funds of the Corporation not otherwise employed\n                 --------\nshall be deposited from time to time to the credit of the Corporation or\notherwise as the Board or the President or any other officer, employee or agent\nof the Corporation to whom power in that respect shall have been delegated by\nthe Board or these By-laws shall select.\n\n                                      -8-\n\n \n     SECTION 3.  Proxies in Respect of Stock or Other Securities of Other\n                 --------------------------------------------------------\nCorporations.  The President or any officer of the Corporation designated by the\n------------                                                                    \nBoard shall have the authority from time to time to appoint and instruct an\nagent or agents of the Corporation to exercise in the name and on behalf of the\nCorporation the powers and rights which the Corporation may have as the holder\nof stock or other securities in any other corporation, to vote or consent in\nrespect of such stock or securities and to execute or cause to be executed in\nthe name and on behalf of the Corporation and under its corporate seal or\notherwise, such written proxies, powers of attorney or other instruments as the\nPresident or such officer may deem necessary or proper in order that the\nCorporation may exercise such powers and rights.\n\n     SECTION 4.  Books and Records.  The books and records of the Corporation\n                 ------------------\nmay be kept at such places within or without the State of Delaware as the Board\nmay from time to time determine.\n\n                                  ARTICLE VII\n\n                    Certificates; Stock Record; Transfer and\n                    ----------------------------------------\n               Registration; New Certificates; Record Date; etc.\n               -------------------------------------------------\n                                        \n     SECTION 1.  Certificates for Stock.  Every owner of stock of the\n                 ----------------------                              \nCorporation shall be entitled to have a certificate certifying the number of\nshares owned by such stockholder in the Corporation and designating the class of\nstock to which such shares belong, which shall otherwise be in such form as the\nBoard shall prescribe.  Each such certificate shall be signed by the President\nor a Vice President and by the Treasurer or an Assistant Treasurer or the\nSecretary or an Assistant Secretary of the Corporation.  Any of or all such\nsignatures may be facsimiles.  In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed upon a certificate\nshall have ceased to be such officer, transfer agent or registrar before such\ncertificate is issued, it may nevertheless be issued by the Corporation with the\nsame effect as if such person were such officer, transfer agent or registrar at\nthe date of issue.  Every certificate surrendered to the Corporation for\nexchange or transfer shall be canceled and a new certificate or certificates\nshall not be issued in exchange for any existing certificate until such existing\ncertificate shall have been so canceled, except in cases provided for in Section\n4 of this Article.\n\n     SECTION 2.  Stock Record.  A stock record in one or more counterparts\n                 ------------                                             \nshall be kept of the name of the person, firm or corporation owning the stock\nrepresented by each such certificate for stock of the Corporation issued, the\nnumber of shares represented by each such certificate, the date thereof and, in\nthe case of cancellation, the date of cancellation.\n\n     SECTION 3.  Transfer and Registration of Stock.  Registration of\n                 ----------------------------------                  \ntransfers of shares of the Corporation shall be made only on the books of the\nCorporation by the registered holder thereof, or by such holder's attorney\nthereunto authorized by power of attorney duly executed and filed with the\nSecretary, and on the surrender of the certificate \n\n                                      -9-\n\n \nor certificates for such shares properly endorsed or accompanied by a stock\npower duly executed, with any necessary transfer stamps affixed and with such\nproof of authenticity of signatures and such proof of authority to make the\ntransfer as may be required by the Corporation or its transfer agent.\n\n     SECTION 4.  New Certificates.\n                 -----------------\n\n          (A)  Lost, Stolen or Destroyed Certificates.  The Board may direct a\n               --------------------------------------                         \nnew share certificate or certificates to be issued by the Corporation for any\ncertificate or certificates alleged to have been lost, stolen, mutilated or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate to be lost, stolen, mutilated or destroyed.  When authorizing\nsuch issue of a new certificate or certificates, the Board may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen, mutilated or destroyed certificate or certificates,\nor such owner's legal representative, to give the Corporation a bond in such sum\nand in such form as it may direct as indemnity against any claim that may be\nmade against the Corporation with respect to the certificate alleged to have\nbeen lost, stolen, mutilated or destroyed.\n\n     SECTION 5.  Regulations.  The Board may make such rules and regulations as\n                 -----------        \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     SECTION 6.  Fixing Date for Determination of Stockholders of Record.  In\n                 -------------------------------------------------------\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 days before the date of such meeting, nor more than 60 days prior to any\nother action. A determination of stockholders entitled to notice of or to vote\nat a meeting of the stockholders shall apply to any adjournment of the meeting;\nprovided, however, that the Board may fix a new record date for the adjourned\nmeeting\n\n                                  ARTICLE VIII\n\n                                      Seal\n                                      ----\n                                        \n     The Board shall provide a corporate seal which shall bear the full name of\nthe Corporation and the year and state of its incorporation.\n\n                                   ARTICLE IX\n\n                                Indemnification\n                                ---------------\n                                        \n\n                                      -10-\n\n \n     SECTION 1.  Actions, Etc. Other Than By or in the Right of the Corporation.\n                 --------------------------------------------------------------\nThe Corporation shall, to the full extent legally permissible, indemnify any\nperson who was or is a party or is threatened to be made a party to any\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative or investigative, including a grand jury proceeding,\nand all appeals (but excluding any such action, suit or proceeding by or in the\nright of the Corporation), by reason of the fact that such person is or was a\ndirector or executive officer (as hereinafter defined), or is or was serving at\nthe request of the Corporation as a director, officer, partner, trustee,\nemployee or agent of another Corporation, partnership, joint venture, trust or\nother enterprise, against expenses (including attorneys' fees), judgments, fines\nand amounts paid in settlement actually and reasonably incurred by such person\nin connection with such action, suit or proceeding if such person acted in good\nfaith and in a manner such person reasonably believed to be in or not opposed to\nthe best interests of the Corporation, and, with respect to any criminal action\nor proceeding, had no reasonable cause to believe the conduct in question was\nunlawful.  The termination of any action, suit or proceeding by judgment, order,\nsettlement, conviction, or upon a plea of nolo contendere or its equivalent,\n                                          ---------------                   \nshall not, of itself, create a presumption that such person did not act in good\nfaith and in a manner which such person reasonably believed to be in or not\nopposed to the best interests of the Corporation, and, with respect to any\ncriminal action or proceeding, that such person had reasonable cause to believe\nthat the conduct in question was unlawful.  As used in this Article IX, an\n'executive officer' of the Corporation shall be any officer designated as such\npursuant to a vote of the Board of Directors.\n\n     SECTION 2.  Actions, Etc., By or in the Right of the Corporation.  The\n                 ----------------------------------------------------      \nCorporation shall, to the full extent legally permissible, indemnify any person\nwho was or is a party or is threatened to be made a party to any threatened,\npending or completed action or suit, including appeals, by or in the right of\nthe Corporation to procure a judgment in its favor, by reason of the fact that\nsuch person is or was a director or executive officer of the Corporation as\ndefined in Section I of this Article, or is or was serving at the request of the\nCorporation as a director, officer, partner, trustee, employee or agent of\nanother corporation, partnership, joint venture, trust or other enterprise,\nagainst expenses (including attorneys' fees) actually and reasonably incurred by\nsuch person in connection with the defense or settlement of such action or suit\nif such person acted in good faith and in a manner such person reasonably\nbelieved to be in or not opposed to the best interests of the corporation,\nexcept that no indemnification shall be made in respect of any claim, issue or\nmatter as to which such person shall have been adjudged to be liable to the\nCorporation unless and only to the extent that the Court of Chancery or the\ncourt in which such action or suit was brought shall determine upon application\nthat, despite the adjudication of liability but in view of all the circumstances\nof the case, such person is fairly and reasonably entitled to indemnity for such\nexpenses which the Court of Chancery or such other court shall deem proper.\n\n     SECTION 3.  Determination of Right of Indemnification.  Any indemnification\n                 -----------------------------------------    \nof a director or officer (unless ordered by a court) shall be made by the\nCorporation only as authorized in the specific case upon a determination that\nsuch indemnification is proper in the circumstances because the director or\nexecutive officer has met the \n\n                                      -11-\n\n \napplicable standard of conduct as set forth in Sections 1 and 2 hereof. Such a\ndetermination shall be reasonably and promptly made (i) by the Board by a\nmajority vote of a quorum consisting of directors who were not parties to such\naction, suit or proceeding, or (ii) (if such a quorum is not obtainable, or,\neven if obtainable if a quorum of disinterested directors so directs) by\nindependent legal counsel in a written opinion, or (iii) by the stockholders.\n\n     SECTION 4.  Indemnification Against Expenses of Successful Party.\n                 ----------------------------------------------------\nNotwithstanding any other provision of this Article, to the extent that a\ndirector or officer of the Corporation has been successful in whole or in part\non the merits or otherwise, including the dismissal of an action without\nprejudice, in defense of any action, suit or proceeding or in defense of any\nclaim, issue or matter therein, such person shall be indemnified against all\nexpenses incurred in connection therewith.\n\n     SECTION 5.  Advances of Expenses.  Expenses incurred by a director or\n                 --------------------                                     \nexecutive officer in any action, suit or proceeding may be paid by the\nCorporation in advance of the final disposition thereof, if such person shall\nundertake to repay such amount in the event that it is ultimately determined, as\nprovided herein, that such person is not entitled to indemnification.\nNotwithstanding the foregoing, no advance shall be made by the Corporation if a\ndetermination is reasonably and promptly made (i) by the Board by a majority\nvote of a quorum of disinterested directors, or (ii) (if such a quorum is not\nobtainable or, even if obtainable, if a quorum of disinterested directors so\ndirects) by independent legal counsel in a written opinion, that, based upon the\nfacts known to the Board or such counsel at the time such determination is made,\nsuch person has not met the relevant standards set forth for indemnification in\nSection 1 or 2 hereof, as the case may be.\n\n     SECTION 6.  Right to Indemnification Upon Application; Procedure Upon\n                 ---------------------------------------------------------\nApplication.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this\n-----------                                                                     \nArticle shall be made promptly, and in any event within ninety days, upon the\nwritten request of the person seeking to be indemnified, unless a determination\nis reasonably and promptly made by the Board that such person acted in a manner\nset forth in such Sections so as to justify the Corporation's not indemnifying\nsuch person or making such an advance. In the event no quorum of disinterested\ndirectors is obtainable, the Board shall promptly appoint independent legal\ncounsel to decide whether the person acted in the manner set forth in such\nSections so as to justify the Corporation's not indemnifying such person or\nmaking such an advance.  The right to indemnification or advances as granted by\nthis Article shall be enforceable by such person in any court of competent\njurisdiction, if the Board or independent legal counsel denies the claim\ntherefor, in whole or in part, or if no disposition of such claim is made within\nninety days.\n\n     SECTION 7.  Other Right and Remedies; Continuation of Rights.  The\n                 ------------------------------------------------      \nindemnification and advancement of expenses provided by this Article shall not\nbe deemed exclusive of any other rights to which any person seeking\nindemnification or advancement of expenses may be entitled under any By-law,\nagreement, vote of stockholders or disinterested directors, the General\nCorporation Law of the State of \n\n                                      -12-\n\n \nDelaware or otherwise, both as to action in such person's official capacity and\nas to action in another capacity while holding such office. All rights to\nindemnification or advancement under this Article shall be deemed to be in the\nnature of contractual rights bargained for and enforceable by each director and\nexecutive officer as defined in Section 1 of this Article who serves in such\ncapacity at any time while this Article and other relevant provisions of the\nGeneral Corporation Law of the State of Delaware and other applicable laws, if\nany, are in effect. All rights to indemnification under this Article or\nadvancement of expenses shall continue as to a person who has ceased to be a\ndirector or executive officer, and shall inure to the benefit of the heirs,\nexecutors and administrators of such a person. No repeal or modification of this\nArticle shall adversely affect any such rights or obligations then existing with\nrespect to any state of facts then or theretofore existing or any action, suit\nor proceeding theretofore or thereafter brought based in whole or in part upon\nany such state of facts. The Corporation shall also indemnify any person for\nattorneys' fees, costs, and expenses in connection with the successful\nenforcement of such person's rights under this Article.\n\n     SECTION 8.  Other Indemnities.  The Board may, by general vote or by vote\n                 -----------------                                            \npertaining to a specific officer, employee or agent, advisory council member or\nclass thereof, authorize indemnification of the Corporation's employees and\nagents, in addition to those executive officers and to whatever extent it may\ndetermine, which may be in the same mariner and to the same extent provided\nabove.\n\n     SECTION 9.  Insurance.  Upon resolution passed by the Board, the\n                 ---------                                           \nCorporation may purchase and maintain insurance on behalf of any person who is\nor was a director, officer, employee, advisory council member or agent of the\nCorporation, 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 such\nperson and incurred by such person in any such capacity, or arising out of such\nstatus as such, whether or not the Corporation would have the power to indemnify\nsuch person against such liability under the provisions of this Article.\n\n     SECTION 10.  Constituent Corporations.  For the purposes of this Article,\n                  ------------------------                                    \nreferences to 'the Corporation' shall include, in addition to the resulting\ncorporation, any constituent corporations (including any constituent of a\nconstituent) absorbed in a consolidation or merger which, if its separate\nexistence had continued, would have had power and authority to indemnify its\ndirectors and officers so that any person who is or was a director or officer of\nsuch a constituent corporation or is or was serving at the request of such\nconstituent corporation as a director or officer of another corporation,\npartnership, joint venture, trust or other enterprise shall stand in the same\nposition under the provisions of this Article with respect to the resulting or\nsurviving corporation as such person would have with respect to such constituent\ncorporation if its separate existence had continued.\n\n     SECTION 11.  Savings Clause.  If this Article or any portion hereof shall\n                  --------------                                              \nbe invalidated on any ground by any court of competent jurisdiction, then the\nCorporation shall nevertheless indemnify each director, executive officer and\nthose employees and \n\n                                      -13-\n\n \nagents of the Corporation granted indemnification pursuant to Section 3 hereof\nas to expenses (including attorneys' fees), judgments, fines and amounts paid in\nsettlement with respect to any a action, suit or proceeding, whether civil,\ncriminal, administrative or investigative including grand jury proceeding, and\nall appeals, and any action by the Corporation, to the full extent permitted by\nany applicable portion of this Article that shall not have been invalidated or\nby any other applicable law.\n\n     SECTION 12.  Other Enterprises, Fines, and Serving at Corporation's\n                  ------------------------------------------------------\nRequest. For purposes of this Article, references to 'other enterprises' shall\n-------\ninclude employee benefit plans; references to 'fines' shall include any excise\ntaxes assessed on a person with respect to any employee benefit plan; and\nreferences to 'serving at the request of the Corporation' shall include any\nservice as a director, officer, employee or agent of the Corporation which\nimposes duties on, or involves services by, such director, officer, employee, or\nagent with respect to any employee benefit plan, its participants, or\nbeneficiaries; and a person who acted in good faith and in a manner such person\nreasonably believed to be in the interest of the participants and beneficiaries\nof any employee benefit plan shall be deemed to have acted in a manner 'not\nopposed to the best interests of the Corporation' as referred to in this\nArticle.\n\n                                   ARTICLE X\n\n                                   Dividends\n                                   ---------\n                                        \n     Subject to the applicable provision of the Certificate of Incorporation, if\nany, dividends upon the outstanding shares of the Corporation may be declared by\nthe Board at any regular or special meeting pursuant to law and may be paid in\ncash, in property, or in shares of the Corporation.\n\n                                   ARTICLE XI\n\n                                  Fiscal Year\n                                  -----------\n                                        \n     The fiscal year of the Corporation shall be determined by resolution of the\nBoard.\n\n                                  ARTICLE XII\n\n                                   Amendments\n                                   ----------\n                                        \n     These By-laws may be amended, altered or repealed either by the affirmative\nvote of the holders of a majority of the stock issued and outstanding and\nentitled to vote in respect thereof and represented in person or by proxy at any\nannual or special meeting of the stockholders, or by the Board at any regular or\nspecial meeting of the Board.\n\n                                      -14-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41473","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","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\/41473","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=41473"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41473"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41473"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}