{"id":41504,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-com21-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-com21-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-com21-inc2.html","title":{"rendered":"Bylaws &#8211; Com21 Inc."},"content":{"rendered":"<pre>\n                                     BYLAWS\n\n                                       OF\n\n                                   COM21, INC.\n\n                           (As Amended March __, 1998)\n\n                             A Delaware Corporation\n\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n     Section 1. Registered Office. The registered office of Com21, Inc. (the\n'Corporation') in the State of Delaware shall be at 1209 Orange Street,\nWilmington, New Castle Country. The name of the Corporation's registered agent\nat such address shall be The Corporation Trust Company.\n\n     Section 2. Other Offices. The Corporation may also have offices at such\nother places, both within and without the State of Delaware, as the Company's\nBoard of Directors may from time to time determine or the business of the\nCorporation may require.\n\n\n                                   ARTICLE II\n\n                             MEETING OF STOCKHOLDERS\n\n     Section 1. Place and Time of Meetings. An annual meeting of the\nstockholders shall be held for the purpose of electing directors and conducting\nsuch other business as may come before the meeting. The date, time and place of\nthe annual meeting shall be determined by resolution of the Board of Directors.\nSpecial meetings of stockholders for any other purpose may be held at such time\nand place, within or without the State of Delaware, as shall be stated in the\nnotice of the meeting or in a duly executed waiver of notice thereof. Special\nmeetings of the stockholders may be called by the President for any purpose and\nshall be called by the President or Secretary at the request in writing of a\nmajority of the Board of Directors, or at the request in writing of stockholders\nowning at least fifty percent (50%) of the entire capital stock of the\nCorporation issued and outstanding and entitled to vote. Such request shall\nstate the purpose or purposes of the proposed meeting.\n\n     Section 2. Notice. Written or printed notice of every annual or special\nmeeting of the stockholders, stating the place, date, time, and, in the case of\nspecial meetings, the purpose or purposes of such meeting, shall be given to\neach stockholder entitled to vote at such meeting not less than 10 nor more than\n60 days before the date of the meeting. All such notices shall be delivered,\neither personally or by mail, by or at the direction of the Board of Directors,\nthe\n\n\n\n\n\nChairman of the Board or the Secretary, and if mailed, such notice shall be\ndeemed to be delivered when deposited in the United States mail addressed to the\nstockholder at his or her address as it appears on the records of the\nCorporation, with postage prepaid. Business transacted at any special meeting of\nstockholders shall be limited to the purpose stated in the notice.\n\n     Section 3. Stockholders List. The officer having charge of the stock ledger\nof the Corporation shall make, at least 10 days before every meeting of the\nstockholders, a complete list of the stockholders entitled to vote at such\nmeeting arranged in alphabetical order, specifying the address of and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least 10 days prior to the\nmeeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder who is present.\n\n     Section 4. Quorum. The holders of a majority of the stock issued and\noutstanding, present in person or represented by proxy, shall constitute a\nquorum at all meetings of the stockholders for the transaction of business,\nexcept as otherwise provided by statute or by the certificate of incorporation.\nIf a quorum is not present, the holders of the shares present in person or\nrepresented by proxy at the meeting and entitled to vote thereat, shall have the\npower, by the affirmative vote of the holders of a majority of such shares, to\nadjourn the meeting to another time and\/or place. Unless the adjournment is for\nmore than thirty days or unless a new record date is set for the adjourned\nmeeting, no notice of the adjourned meeting need be given to any stockholder,\nprovided that the time and place of the adjourned meeting were announced at the\nmeeting at which the adjournment was taken. At the adjourned meeting, the\nCorporation may transact any business which might have been transacted at the\noriginal meeting.\n\n     Section 5. Vote Required. When a quorum is present or represented by proxy\nat a meeting, the vote of the holders of a majority of the shares present in\nperson or represented by proxy shall decide any question brought before such\nmeeting, unless the question is one upon which, by express provisions of an\napplicable statute or of the certificate of incorporation, a different vote is\nrequired, in which case such express provision shall govern and control the\ndecision of such question.\n\n     Section 6. Voting Rights. Except as otherwise provided in the certificate\nof incorporation and subject to Section 3 of Article VI hereof, every\nstockholder shall, at every meeting of the stockholders, be entitled to one vote\nin person or by proxy for each share of capital stock held by such stockholder,\nexcept that no proxy shall be voted after three years from its date, unless such\nproxy provides for a longer period.\n\n     Section 7. Nomination of Directors. Nominations for election to the Board\nof Directors must be made by the Board of Directors or by any stockholder of any\noutstanding class of capital stock of the Corporation entitled to vote for the\nelection of directors.\n\n\n\n                                       2.\n\n\nNominations, other than those made by the Board of Directors of the Corporation,\nmust be preceded by notification in writing received by the Secretary of the\nCorporation not less than twenty (20) days nor more than sixty (60) days prior\nto any meeting of stockholders called for the election of directors. Such\nnotification shall contain the written consent of each proposed nominee to serve\nas a director if so elected and the following information as to each proposed\nnominee and as to each person, acting alone or in conjunction with one or more\nother persons as a partnership, limited partnership, syndicate or other group,\nwho participates or is expected to participate in making such nomination or in\norganizing, directing or financing such nomination or solicitation of proxies to\nvote for the nominee:\n\n          (a) the name, age, residence, address, and business address of each\nproposed nominee and of each such person;\n\n          (b) the principal occupation or employment, the name, type of business\nand address of the corporation or other organization in which such employment is\ncarried on of each proposed nominee and of each such person;\n\n          (c) the amount of stock of the Corporation owned beneficially, either\ndirectly or indirectly, by each proposed nominee and each such person; and\n\n          (d) a description of any arrangement or understanding of each proposed\nnominee and of each such person with each other or any other person regarding\nfuture employment or any future transaction to which the Corporation will or may\nbe a party.\n\n     The presiding officer of the meeting shall have the authority to determine\nand declare to the meeting that a nomination not preceded by notification made\nin accordance with the foregoing procedure shall be disregarded.\n\n     Section 8. At any meeting of the stockholders, only such business shall be\nconducted as shall have been brought before the meeting (a) pursuant to the\nCorporation's notice of meeting, (b) by or at the direction of the Board of\nDirectors or (c) by any stockholder of the Corporation who is a stockholder of\nrecord at the time of giving of the notice provided for in this Bylaw, who shall\nbe entitled to vote at such meeting and who complies with the notice procedures\nset forth in this Bylaw.\n\n     For business to be properly brought before any meeting by a stockholder\npursuant to clause (c) of this Section 8, the stockholder must have given timely\nnotice thereof in writing to the Secretary of the Corporation. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the Corporation not less than twenty (20) days\nnor more than sixty (60) days prior to the date of the meeting. A stockholder's\nnotice to the Secretary shall set forth as to each matter the stockholder\nproposes to bring before the meeting (a) a brief description of the business\ndesired to be brought before the meeting and the reasons for conducting such\nbusiness at the meeting, (b) the name and address, as they appear on the\nCorporation's books, of the stockholder proposing such business, and the name\nand address of the beneficial owner, if any, on whose behalf the proposal is\nmade, (c) the class and number of shares of the Corporation which are owned\n\n\n\n                                       3.\n\n\nbeneficially and of record by such stockholder of record and by the beneficial\nowner, if any, on whose behalf of the proposal is made and (d) any material\ninterest of such stockholder of record and the beneficial owner, if any, on\nwhose behalf the proposal is made in such business.\n\n     Notwithstanding anything in these bylaws to the contrary, no business shall\nbe conducted at a meeting except in accordance with the procedures set forth in\nthis Section 8. The presiding officer of the meeting shall, if the facts\nwarrant, determine and declare to the meeting that business was not properly\nbrought before the meeting and in accordance with the procedures prescribed by\nthis Section 8, and if such person should so determine, such person shall so\ndeclare to the meeting and any such business not properly brought before the\nmeeting shall not be transacted. Notwithstanding the foregoing provisions of\nthis Section 8, a stockholder shall also comply with all applicable requirements\nof the Securities Exchange Act of 1934, as amended, and the rules and\nregulations thereunder with respect to the matters set forth in this Section 8.\n\n     Section 9. Effective upon the closing of the Corporation's initial public\noffering of securities pursuant to a registration statement filed under the\nSecurities Act of 1933, as amended, the stockholders of the Corporation may not\ntake action by written consent without a meeting but must take any such actions\nat a duly called annual or special meeting in accordance with these bylaws and\nthe certificate of incorporation.\n\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n     Section 1. Number, Election and Term of Office. The Board of Directors\nshall be eight (8) in number. The number of directors may be fixed at any time\nby the affirmative vote of a majority of the stockholders or by the affirmative\nvote of a majority of the directors at a regular or special meeting called for\nthat purpose, provided, however, that no vote to decrease the number of the\ndirectors of the Corporation shall shorten the term of any incumbent director.\n\n     The directors shall be elected at the annual meeting of stockholders,\nexcept as provided in Section 3 of this Article III, and each director elected\nshall hold office until the next annual meeting of stockholders and until a\nsuccessor is duly elected and qualified or until his or her death, resignation\nor removal as hereinafter provided. Directors need not be stockholders.\n\n     Section 2. Removal. Any director or the entire Board of Directors may be\nremoved at any time, with or without cause, by the holders of a majority of the\nshares of stock of the Corporation then entitled to vote at an election of\ndirectors, except as otherwise provided by statute.\n\n     Section 3. Vacancies. Vacancies and newly created directorships resulting\nfrom any increase in the authorized number of directors may be filled by a\nmajority of the directors then in office, though less than a quorum, and each\ndirector so chosen shall hold office until\n\n\n\n                                       4.\n\n\n\nthe next annual meeting of stockholders and until a successor is duly elected\nand qualified or until his or her earlier death, resignation or removal as\nhereinafter provided. If there are no directors in office, then an election of\ndirectors may be held in the manner provided by statute.\n\n     Section 4. Place of Meetings. The Board of Directors of the Corporation may\nhold meetings, both regular and special, either within or without the State of\nDelaware.\n\n     Section 5. Annual Meeting. The first meeting of each newly elected Board of\nDirectors shall be held at such time and place as shall be fixed by the vote of\nthe stockholders at the annual meeting and no notice of such meeting shall be\nnecessary to the newly elected directors in order legally to constitute the\nmeeting, provided a quorum shall be present. In the event of the failure of the\nstockholders to fix the time or place of such first meeting of the newly elected\nBoard of Directors, or in the event such meeting is not held at the time and\nplace so fixed by the stockholders, the meeting may be held at such time and\nplace as shall be specified in a notice given as hereinafter provided for\nspecial meetings of the Board of Directors, or as shall be specified in a\nwritten waiver signed by all of the directors.\n\n     Section 6. Other Meetings and Notice. Regular meetings of the Board of\nDirectors may be held without notice at such time and at such place as shall\nfrom time to time be determined by the Board. Special meetings of the Board of\nDirectors may be called by or at the request of the President or the Chairman of\nthe Board on at least 12 hours notice to each director either personally, or by\ntelephone, telegram or facsimile. In like manner and on like notice, the\nPresident or Secretary must call a special meeting upon the written request of a\nmajority of directors unless the Board consists of only one director, in which\ncase special meetings shall be called by the President or Secretary in like\nmanner and on like notice on the written request of the sole director. A written\nwaiver of notice, signed by the person entitled thereto, whether before or after\nthe time of the meeting stated therein, shall be deemed equivalent to notice.\n\n     Section 7. Quorum. A majority of the total number of directors shall\nconstitute a quorum for the transaction of business. The vote of a majority of\ndirectors present at a meeting at which a quorum is present shall be the act of\nthe Board of Directors. If a quorum is not present at any meeting of the Board\nof Directors, the directors present thereat may adjourn the meeting from time to\ntime, without notice other than announcement at the meeting, until a quorum\nshall be present.\n\n     Section 8. Committees. The Board of Directors may, by resolution passed by\na majority of the whole Board, designate one or more committees. Each committee\nshall consist of one or more of the directors of the Corporation, which, to the\nextent provided in such resolution and not otherwise limited by statute, shall\nhave and may exercise all the powers and authority of the Board of Directors in\nthe management of the business and affairs of the Corporation, and may authorize\nthe seal of the Corporation to be affixed to all papers that may require it; but\nno such committee shall have the power or authority in reference to amending the\ncertificate of incorporation, adopting an agreement of merger or consolidation,\nrecommending to the stockholders the sale, lease or exchange of all or\nsubstantially all of the\n\n\n\n                                       5.\n\n\nCorporation's property and assets, recommending to the stockholders a\ndissolution of the Corporation or a revocation of a dissolution, or amending the\nbylaws of the Corporation; and, unless the resolution or the certificate of\nincorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend or to authorize the issuance of stock. The Board\nof Directors may designate one or more directors as alternate members of any\ncommittee who may replace any absent or disqualified member at any meeting of\nthe committee. Such committee or committees shall have such name or names as may\nbe determined from time to tine by resolution adopted by the Board of Directors.\nEach committee shall keep regular minutes of its meetings and shall report the\nsame to the directors when required.\n\n     Section 9. Informal Action. Any action required or permitted to be taken at\nany meeting of the Board of Directors, or of 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 writing and the writing or writings are filed with the\nminutes of proceedings of the Board or committee.\n\n     Section 10. Participation in Meetings. Unless otherwise restricted by the\ncertificate of incorporation or these bylaws, members of the Board of Directors,\nor any committee designated by the Board of Directors, may participate in a\nmeeting of the Board of Directors, or any committee, 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 in a\nmeeting shall constitute presence in person at the meeting.\n\n     Section 11. Compensation of Directors. Unless otherwise restricted by the\ncertificate of incorporation or these bylaws, the Board of Directors shall have\nthe authority to fix the compensation of directors. The directors may be paid\ntheir expenses, if any, of attendance at each meeting of the Board of Directors\nand may be paid a fixed sum for attendance at each meeting of the Board of\nDirectors or a stated salary as director. No such payment shall preclude any\ndirector from serving the Corporation in any other capacity and receiving\ncompensation therefor. Members of special or standing committees may be allowed\nlike compensation for attending committee meetings.\n\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n     Section 1. Number. The officers of the Corporation shall be elected by the\nBoard of Directors and shall consist of a President, a Secretary, a Treasurer,\nand such other Vice Presidents, Assistant Secretaries and Assistant Treasurers\nas may be deemed necessary or desirable by the Board of Directors. Any number of\noffices may be held by the same person. The Board of Directors may elect from\namong its members a Chairman of the Board and a Vice Chairman of the Board. The\nBoard of Directors may also appoint such other officers and agents as it shall\ndeem necessary who shall hold their offices for such terms and shall exercise\nsuch powers and perform such duties as shall be determined by the Board.\n\n\n\n                                       6.\n\n\n     Section 2. Election and Term of Office. The officers of the Corporation\nshall be elected annually by the Board of Directors at the first meeting of the\nBoard of Directors held after each annual meeting of stockholders. If the\nelection of officers shall not be held at such meeting, such election shall be\nheld as soon thereafter as may be convenient. Vacancies may be filled or new\noffices created and filled at any meeting of the Board of Directors. Each\nofficer shall hold office until the next annual meeting of the Board of\nDirectors and until a successor is duly elected and qualified or until his or\nher earlier death, resignation or removal as hereinafter provided.\n\n     Section 3. Removal. Any officer or agent elected by the Board of Directors\nmay be removed by the affirmative vote of a majority of the Board of Directors\nwhenever, in its judgment, the best interests of the Corporation would be served\nthereby, but such removal shall be without prejudice to the contract rights, if\nany, of the person so removed.\n\n     Section 4. Vacancies. A vacancy in any office because of death,\nresignation, removal, disqualification or otherwise, may be filled by the Board\nof Directors for the unexpired portion of the term by the Board of Directors\nthen in office.\n\n     Section 5. Compensation. Compensation of all officers shall be fixed by the\nBoard of Directors, and no officer shall be prevented from receiving such\ncompensation by virtue of the fact that he or she is also a director of the\nCorporation. The salaries of agents of the Corporation shall, unless fixed by\nthe Board, be fixed by the President or any Vice President of the Corporation.\n\n     Section 6. Chairman of the Board. The Chairman of the Board, if any, shall\npreside at all meetings of the Board of Directors and of the stockholders at\nwhich he shall be present. He or she shall have and may exercise such powers as\nare, from time to time, assigned to him by the Board and as may be provided by\nlaw. In the absence of the Chairman of the Board, the Vice Chairman of the\nBoard, if any, shall preside at all meetings of the Board of Directors and of\nthe stockholders at which he shall be present. He shall have and may exercise\nsuch powers as are, from time to time, assigned to him by the Board and as may\nbe provided by law.\n\n     Section 7. The President. The President shall be the chief executive\nofficer of the Corporation. In the absence of the Chairman and Vice Chairman of\nthe Board, the President shall preside at all meetings of the Board of Directors\nand all meetings of the stockholders and shall have such other powers and\nperform such duties as are specified in these bylaws and as may from time to\ntime be assigned to him or her by the Board of Directors. In the event there is\na deadlock among directors, the President shall be empowered to cast the\ndeciding vote.\n\n     The President shall have general and active management of the business of\nthe Corporation and shall see that all orders and resolutions of the Board of\nDirectors are carried into effect. The President shall execute bonds, mortgages\nand other contracts requiring a seal, under the seal of the Corporation, except\nwhere required or permitted by law to be otherwise signed and executed and\nexcept where the signing and execution thereof shall be expressly\n\n\n\n                                       7.\n\n\ndelegated by the Board of Directors to some other officer or agent of the\nCorporation. The President shall have general powers of supervision and shall be\nthe final arbitrator of all differences between officers of the Corporation,\nsubject only to the Board of Directors.\n\n     Section 8. Vice Presidents. The Vice President, if any (or in the event\nthere be more than one Vice President, the Vice Presidents in the order\ndesignated by the directors, or in the absence of any designation, then in the\norder of their election), shall, in the absence or upon the disability of the\nPresident, perform the duties and exercise the powers of the President and shall\nperform such other duties and have such other powers as the Board of Directors\nmay, from time to time, determine or these bylaws may prescribe.\n\n     Section 9. The Secretary and Assistant Secretaries. The Secretary shall\nattend all meetings of the Board of Directors and all meetings of the\nstockholders and record all the proceedings of the meetings of the Corporation\nand the Board of Directors in a book to be kept for that purpose and shall\nperform like duties for the standing committees when required. The Secretary\nshall give, or cause to be given, notice of all meetings of the stockholders and\nspecial meetings of the Board of Directors; shall perform such other duties as\nmay be prescribed by the Board of Directors or President, under whose\nsupervision he or she shall be; shall have custody of the corporate seal of the\nCorporation, if any there be; and the Secretary, or an Assistant Secretary, if\nany (or in the event there be more than one, the Assistant Secretaries in the\norder designated by the directors or in the absence of any designation, then in\nthe order of their election), shall have authority to affix the same to any\ninstrument requiring it and when so affixed, it may be attested by his or her\nsignature or by the signature of such Assistant Secretary. The Board of\nDirectors may give general authority to any other officer to affix the seal of\nthe Corporation and to attest the affixing by his or her signature. The\nAssistant Secretary, if any (or in the event there be more than one, the\nAssistant Secretaries in the order designated by the directors, or in the\nabsence of any designation, then in the order of their election), shall, in the\nabsence or disability of the Secretary, perform the duties and exercise the\npowers of the Secretary and shall perform such other duties and have such other\npowers as the Board of Directors may from time to time prescribe.\n\n     Section 10. The Treasurer and Assistant Treasurer. The Treasurer shall be\nthe chief financial officer of the Corporation; shall have the custody of the\ncorporate funds and securities; shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation; shall deposit\nall monies and other valuable effects in the name and to the credit of the\nCorporation as may be ordered by the Board of Directors, taking proper vouchers\nfor such disbursements; and shall render to the President and the Board of\nDirectors, at its regular meeting or when the Board of Directors so requires, an\naccount of the Corporation. If required by the Board of Directors, the Treasurer\nshall give the Corporation a bond (which shall be rendered every six years) in\nsuch sums and with such surety or sureties as shall be satisfactory to the Board\nof Directors for the faithful performance of the duties of the office of\nTreasurer and for the restoration to the Corporation, in case of death,\nresignation, retirement, or removal from office, of all books, papers, vouchers,\nmoney, and other property of whatever kind in the possession or under the\ncontrol of the Treasurer belonging to the Corporation. The Assistant Treasurer,\nif any (or in the event there be more than one, the Assistant Treasurers in the\norder designated by the directors, or in the absence of any\n\n\n\n                                       8.\n\n\ndesignation, then in the order of their election), shall, in the absence of\ndisability of the Treasurer, perform the duties and exercise the powers of the\nTreasurer and shall perform such other duties and have such other powers as the\nBoard of Directors may from time to time prescribe.\n\n     Section 11. Other Officers, Assistant Officers and Agents. Officers,\nassistant officers and agents, if any, other than those whose duties are\nprovided for in these bylaws, shall have such authority and perform such duties\nas may from time to time be prescribed by resolution of the Board of Directors.\n\n\n                                    ARTICLE V\n\n                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS\n\n     Section 1. The Corporation shall indemnify its officers and directors to\nthe full extent and in the manner permitted by the General Corporation Law of\nDelaware against expenses (including attorneys' fees), judgments, fines,\nsettlements and other amounts actually and reasonably incurred in connection\nwith any proceeding arising by reason of the fact such person is or was an\nofficer or director of the Corporation. Reasonable expenses incurred by a\ndirector or officer of the Corporation in defending a civil or criminal action,\nsuit or proceeding by reason of the fact that he or she is or was a director or\nofficer of the Corporation (or was serving at the Corporation's request as a\ndirector or officer of another corporation, partnership, joint venture, trust or\nother enterprise) shall be paid by the Corporation in advance of the final\ndisposition of such action, suit or proceeding upon receipt of a statement from\nsuch director or officer requesting such advance and an undertaking by or on\nbehalf of such director or officer to repay such amount if it shall ultimately\nbe determined that he or she is not entitled to be indemnified by the\nCorporation as authorized by relevant sections of the General Corporation Law of\nDelaware.\n\n     The Corporation shall have the power, to the extent and in the manner\npermitted by the General Corporation Law of Delaware, to indemnify each of its\nemployees and agents (in addition to directors and officers) against expenses\n(including attorneys' fees), judgments, fines, settlements, and other amounts\nactually and reasonably incurred in connection with any proceeding, arising by\nreason of the fact that such person is or was an employee or agent of the\nCorporation. For purposes of this Section, an 'employee' or 'agent' of the\nCorporation includes any person (i) who is or was an employee or agent of the\nCorporation, or (ii) who is or was serving at the request of the Corporation as\nan employee or agent of another corporation, partnership, joint venture, trust\nor other enterprise.\n\n     A director of the Corporation shall not be personally liable to the\nCorporation or its stockholders for monetary damages for breach of fiduciary\nduty as a director, except for liability (i) for any breach of the director's\nduty of loyalty to the Corporation or its stockholders, (ii) for acts or\nomissions not in good faith or which involve intentional misconduct or a knowing\nviolation of law, (iii) under Section 174 of the Delaware General Corporation\nLaw, or (iv) for any transaction from which the director derived any improper\npersonal benefit. If the Delaware General Corporation Law is hereafter amended\nto authorize,\n\n\n\n                                       9.\n\n\nwith the approval of a corporation's stockholders, further reductions in the\nliability of the corporation's directors for breach of fiduciary duty, then a\ndirector of the Corporation shall not be liable for any such breach to the\nfullest extent permitted by the Delaware General Corporation Law as so amended.\nAny repeal or modification of the foregoing provisions of this Article V,\nSection 1 by the stockholders of the Corporation shall not adversely affect any\nright or protection of a director of the Corporation existing at the time of\nsuch repeal or modification.\n\n     The Corporation may purchase and maintain insurance on behalf of any person\nwho is or was a director, officer, employee or agent of the Corporation, or is\nor was serving at the request of the Corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise against any liability asserted against him and incurred by him\nin any such capacity, or arising out of his status as such, whether or not the\nCorporation would have the power to indemnify him against such liability under\nthe provisions of the General Corporation Law of Delaware.\n\n     The foregoing rights of indemnification shall not be deemed exclusive of\nany other rights to which any director or officer may be entitled apart from the\nprovisions of this Article V.\n\n\n     Section 2. The indemnification and advancement of expenses provided by, or\ngranted pursuant to this Article V shall, unless otherwise provided when\nauthorized or ratified, continue as to a person who has ceased to be a director,\nofficer, employee or agent and shall inure to the benefit of the heirs,\nexecutors and administrators of such a person.\n\n\n                                   ARTICLE VI\n\n                              CERTIFICATES OF STOCK\n\n     Section 1. Form. Every holder of stock in the Corporation shall be entitled\nto have a certificate signed by or in the name of the Corporation by, the\nChairman of the Board or by the President or a Vice President, and by the\nTreasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary\nof the Corporation, certifying the number of shares owned by him or her in the\nCorporation. Where a certificate is signed (1) by a transfer agent or an\nassistant transfer agent other than the Corporation or its employee or (2) by a\nregistrar, other than the Corporation or its employee, the signature of any such\nchairman of the Board, Chief Executive Officer, President, Vice President,\nSecretary, or Assistant Secretary may be facsimile. In case any officer who has\nsigned, or whose facsimile signature has been used on, any such certificate\nshall cease to be such officer of the Corporation, whether because of death,\nresignation or otherwise, before such certificate has been delivered by the\nCorporation, such certificate may nevertheless be issued and delivered as though\nthe person who signed such certificate or whose facsimile signature has been\nused on any such certificate had not ceased to be such officer of the\nCorporation. All certificates for shares shall be consecutively numbered or\notherwise identified. The name of the person to whom the shares represented\nthereby are issued, with the number of shares and date of issue, shall be\nentered in the books\n\n\n\n                                      10.\n\n\nof the Corporation. All certificates surrendered to the Corporation for transfer\nshall be canceled, and no new certificate shall be issued in replacement until\nthe former certificate for a like number of shares shall have been surrendered\nor canceled, except as otherwise provided in Section 2 with respect to lost,\nstolen or destroyed certificates.\n\n     If the Corporation shall be authorized to issue more than one class of\nstock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualification, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the certificate that the Corporation shall\nissue to represent such class or series of stock, provided that, except as\notherwise provided in section 202 of the General Corporation Law of Delaware, in\nlieu of the foregoing requirements, there may be set forth on the face or back\nof the certificate that the Corporation shall issue to represent such class or\nseries of stock, a statement that the Corporation will furnish without charge to\neach stockholder who so requests the powers, designation, preferences and\nrelative, participating, optional or other special rights of each class of stock\nor series thereof and the qualifications, limitations or restrictions of such\npreferences and\/or rights.\n\n     Section 2. Lost Certificates. The Board of Directors may direct a new\ncertificate to be issued in place of any certificate theretofore issued by the\nCorporation alleged to have been lost, stolen, or destroyed, upon the making of\nan affidavit of that fact by the person claiming the certificate of stock to be\nlost, stolen, or destroyed. When authorizing such issue of a new certificate,\nthe Board of Directors may, in its discretion and as a condition precedent to\nthe issuance thereof, require the owner of such lost, stolen, or destroyed\ncertificate, or his or her legal representative, to give the Corporation a bond\nin such sum as it may direct as indemnity against any claim that may be made\nagainst the Corporation with respect to the certificate alleged to have been\nlost, stolen or destroyed.\n\n     Section 3. Fixing a Record Date. The Board of Directors may fix in advance\na date, not more than sixty nor less than ten days preceding the date of any\nmeeting of stockholders, or the date for the payment of any dividend, or the\ndate for the allotment of rights, or the date when any change or conversion or\nexchange of capital stock shall go into effect, or a date in connection with\nobtaining any consent, as a record date for the determination of the\nstockholders entitled to notice of, and to vote at, any such meeting, and any\nadjournment thereof, or entitled to receive payment of any such dividends or to\nany such allotment to rights, or to exercise the rights in respect to any such\nchange, conversion, or exchange of capital stock, or to give such consent, and\nin such case such stockholders and only such stockholders as shall be\nstockholders of record on the date so fixed shall be entitled to such notice of,\nand to vote at, such meeting and any adjournment thereof, or to receive payment\nof such dividends or to receive such allotment of rights, or to exercise such\nrights, or to give such consent, as the case may be notwithstanding any transfer\nof any stock on the books of the Corporation after any such record date fixed as\naforesaid. If no record date is fixed, the time for determining stockholders\nentitled to notice of or to vote at a meeting of stockholders shall be at the\nclose of business on the day next preceding the day on which notice is given, or\nif notice is waived, at the close of business on the day next preceding the day\non which the meeting is held. The time for determining stockholders for stock of\nthe Corporation, subject\n\n\n\n                                      11.\n\n\nto the provisions of the certificate of incorporation, if any, may be declared\nby the Board of Directors at any regular or special meeting pursuant to law.\nDividends may be paid in cash, in property, or in shares of the capital stock\nsubject to the provisions of the certificate of incorporation. Before payment of\nany dividend there may be set aside out of any funds of the Corporation\navailable for dividends such sum or sums as the directors from time to time, in\ntheir absolute discretion, think proper as a reserve or reserves to meet\ncontingencies, or for equalizing dividends, or for repairing or maintaining any\nproperty of the Corporation, or for such other purpose as the directors shall\nthink in the best interests of the Corporation, and the directors may modify or\nabolish any such reserve in the manner in which it was created.\n\n     Section 4. Securities Owned by Corporation. Voting securities in any other\ncorporation or other enterprise held by the Corporation shall be voted by the\nPresident, unless the Board of Directors specifically confers authority to vote\nwith respect thereto, which may be general or confined to specific instances,\nupon some other person or officer. Any person authorized to vote securities\nshall have the power to appoint proxies, with general power of substitution.\n\n     Section 5. Registered Stockholders. The Corporation shall be entitled to\nrecognize the exclusive right of a person registered on its books as the owner\nof shares to receive dividends, and to vote as such owner, and to hold liable\nfor calls and assessments a person registered on the books as the owner of\nshares and shall not be bound to recognize any equitable or other claim to or\ninterest in such share or shares on the part of any other person, whether or not\nit shall have express or other notice thereof, except as otherwise provided by\nthe laws of Delaware.\n\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\n     Section 1. Dividends. Subject to the provisions of the certificate of\nincorporation, the Board of Directors may, out of funds legally available\ntherefor at any regular or special meeting, declare dividends upon the capital\nstock of the Corporation as and when they deem expedient. Before declaring any\ndividend, there may be set apart out of any funds of the Corporation available\nfor dividends such sum as the directors from time to time in their discretion\ndeem proper for working capital or as a reserve fund to meet other contingencies\nor for equalizing dividends or for such other purposes as the directors shall\ndeem conducive to the interests of the Corporation.\n\n     Section 2. Fiscal Year. The fiscal year of the Corporation shall be\ndetermined by the Board of Directors.\n\n     Section 3. Checks. All checks or demands for money and notes of the\nCorporation shall be signed by such officer or such other person as the Board of\nDirectors may from time to time designate.\n\n\n\n                                      12.\n\n\n     Section 4. Notice and Waiver of Notice. Whenever any notice is required to\nbe given, personal notice shall not be necessary unless expressly so stated, and\nany notice so required shall be deemed to be sufficient if given by depositing\nthe same in the United States mail, first class mail (air-mail to an address\noutside of the United States), postage prepaid, addressed to the person entitled\nthereto at his or her address as it appears on the records of the Corporation,\nin which case such notice shall be deemed given on the day of such mailing,\nunless it is notice of a director's meeting, in which case such notice shall be\ndeemed given three days after the date of such mailing. Notice may also be given\npersonally, against receipt, or by telegram, telex or similar communication and\nnotice so given shall be deemed given when so delivered personally or when\ndelivered for transmission.\n\n     Whenever any notice whatsoever is required or permitted to be given under\nthe provisions of any law, or under the provisions of the certificate of\nincorporation or these bylaws, a waiver thereof in writing, signed by the person\nor persons entitled to such notice, whether before or after the time such notice\nis required to be given, shall be deemed equivalent thereto. A telegram, telex\nor similar communication waiving any such notice sent by a person entitled to\nnotice shall be deemed equivalent to a waiver in writing signed by such person.\nNeither the business nor the purpose of any meeting need be specified in any\nwaiver.\n\n     Section 5. Seal. The Board of Directors may adopt a corporate seal having\ninscribed thereon the name of the Corporation, the year of its organization and\nthe words 'Corporate Seal, Delaware.' The seal may be used by causing it or a\nfacsimile thereof to be impressed or affixed or reproduced or otherwise.\n\n\n                                  ARTICLE VIII\n\n                                   AMENDMENTS\n\n     These bylaws may be amended, altered or repealed and new bylaws adopted at\nany meeting of the Board of Directors by a majority vote. The fact that the\npower to adopt, amend, alter or repeal the bylaws has been conferred upon the\nBoard of Directors shall not divest the stockholders of the same powers.\n\n\n\n                                       13.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41504","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-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\/41504","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=41504"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41504"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41504"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41504"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}