{"id":41511,"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-digital-microwave-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-digital-microwave-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-digital-microwave-corp.html","title":{"rendered":"Bylaws &#8211; Digital Microwave Corp."},"content":{"rendered":"<pre>\n                               AMENDED AND RESTATED\n                                    BYLAWS OF\n                          DIGITAL MICROWAVE CORPORATION\n\n                    (Amended and Restated as of May 9, 2000)\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n         Section 1.  The registered office shall be in the City of \nWilmington, County of New Castle, State of Delaware. \n\n         Section 2.  The corporation may also have offices at such other \nplaces both within and without the State of Delaware as the Board of \nDirectors may from time to time determine or the business of the corporation \nmay require. \n\n                                    ARTICLE II\n\n                                   STOCKHOLDERS\n\n         Section 1.  All meetings of the stockholders for the election of \ndirectors shall be held in the City of San Jose, State of California, at such \nplace as may be fixed from time to time by the Board of Directors, or at such \nother place either within or without the State of Delaware as shall be \ndesignated from time to time by the Board of Directors and stated in the \nnotice of the meeting. Meetings of stockholders for any other purpose may be \nheld at such time and place, within or without the State of Delaware, as \nshall be stated in the notice of the meeting or in a duly executed waiver of \nnotice thereof.\n\n         Section 2.  Annual meetings of stockholders shall be held on the \nthird Thursday in July, if not a legal holiday and, if a legal holiday, then \non the next succeeding business day following, at the same hour and place, or \nat such other date and\n\n                                       1\n\n\n\ntime as shall be designated from time to time by the Board of Directors and \nstated in the notice of the meeting, at which they shall elect by a plurality \nvote a Board of Directors, and transact such other business as may properly \nbe brought before the meeting.\n\n         Section 3.  Written notice of the annual meeting stating the place, \ndate and hour of the meeting shall be given to each stockholder entitled to \nvote at such meeting not less than ten (10) nor more than sixty (60) days \nbefore the date of the meeting.\n\n         Section 4.  The officer who has charge of the stock ledger of the \ncorporation shall prepare and make, at least ten (10) days before every \nmeeting of stockholders, a complete list of the stockholders entitled to vote \nat the meeting, arranged in alphabetical order, and showing the address of \neach stockholder and the number of shares registered in the name of each \nstockholder. Such list shall be open to the examination of any stockholder, \nfor any purpose germane to the meeting, during ordinary business hours, for a \nperiod of at least ten (10) days prior to the meeting, either at a place \nwithin the city where the meeting is to be held, which place shall be \nspecified in the notice of the meeting, or, if not so specified, at the place \nwhere the meeting is to be held. The list shall also be produced and kept at \nthe time and place of the meeting during the whole time thereof, and may be \ninspected by any stockholder who is present.\n\n         Section 5.  Special meetings of stockholders shall be called by the \npresident or secretary at the request in writing of a majority of the Board \nof Directors or upon written application of one or more stockholders who hold \nat least forty percent (40%) of the capital stock entitled to vote at such \nmeeting. Such request of the Board of Directors or written application of the \nstockholders shall state the purpose or purposes of the proposed special \nmeeting. The place, date and time of any special meeting shall be\n\n\n                                       2\n\n\n\ndetermined by the Board of Directors. Such determination shall include the \nrecord date for determining the stockholders having the right to notice of \nand to vote at such meeting.\n\n         Section 6.  Written notice of a special meeting stating the place, \ndate and hour of the meeting and the purpose or purposes for which the \nmeeting is called, shall be given not less than ten (10) nor more than sixty \n(60) days before the date of the meeting, to each stockholder entitled to \nvote at such meeting.\n\n         Section 7.  Only such business shall be conducted at a special \nmeeting as shall have been stated in the written notice of the meeting as the \npurpose or purposes for the meeting.\n\n         Section 8.  The holders of a majority of the stock issued and \noutstanding and entitled to vote thereat, present in person or represented by \nproxy, shall constitute a quorum at all meetings of the stockholders for the \ntransaction of business except as otherwise provided by statute or by the \ncertificate of incorporation. If, however, such quorum shall not be present \nor represented at any meeting of the stockholders, the stockholders entitled \nto vote thereat, present in person or represented by proxy, shall have power \nto adjourn the meeting from time to time, without notice other than \nannouncement at the meeting, until a quorum shall be present or represented. \nAt such adjourned meeting at which a quorum shall be present or represented \nany business may be transacted which might have been transacted at the \nmeeting as originally notified. If the adjournment is for more than thirty \n(30) days, or if after the adjournment a new record date is fixed for the \nadjourned meeting, a notice of the adjourned meeting shall be given to each \nstockholder of record entitled to vote at the meeting.\n\n\n                                       3\n\n\n\n         Section 9.  In all matters other than the election of directors, the \naffirmative vote of a majority of shares present in person or represented by \nproxy at any meeting and entitled to vote on the subject matter shall be the \nact of the stockholders, unless the question is one upon which by express \nprovision of any statute or of the certificate of incorporation, a different \nvote is required, in which case such express provision shall govern and \ncontrol the decision of such question.\n\n         Section 10.  Unless otherwise provided in the certificate of \nincorporation, each stockholder shall at every meeting of the stockholders be \nentitled to one vote in person or by proxy for each share of the capital \nstock having voting power held by such stockholder, but no proxy shall be \nvoted on after three years from its date, unless the proxy provides for a \nlonger period.\n\n         Section 11.  Unless otherwise provided in the certificate of \nincorporation, and subject to the provisions of Article II, Section 12 of \nthese Bylaws, any action required to be taken at any annual or special \nmeeting of stockholders of the corporation, or any action which may be taken \nat any annual or special meeting of such stockholders, may be taken without a \nmeeting, without prior notice and without a vote, if a consent in writing \nsetting forth the action so taken, shall be signed by the holders of \noutstanding stock having not less than the minimum number of votes that would \nbe necessary to authorize or take such action at a meeting at which all \nshares entitled to vote thereon were present and voted. Prompt notice of the \ntaking of the corporate action without a meeting by less than unanimous \nwritten consent shall be given to those stockholders who have not consented \nin writing.\n\n                                       4\n\n\n\n         Section 12.  In order that the corporation may determine the \nstockholders entitled to consent to corporate action in writing without a \nmeeting pursuant to Article II, Section 11 of these Bylaws, the Board of \nDirectors may fix a record date, which record date shall not precede the date \nupon which the resolution fixing the record date is adopted by the Board of \nDirectors, and which record date shall not be more than ten (10) days after \nthe date upon which the resolution fixing the record date is adopted by the \nBoard of Directors. Any stockholder of record seeking to have the \nstockholders authorize or take corporate action by written consent shall, by \nwritten notice to the secretary, request the Board of Directors to fix a \nrecord date. The Board of Directors shall promptly, but in all events within \nten (10) days after the date on which such a request is received, adopt a \nresolution fixing the record date. If no record date has been fixed by the \nBoard of Directors within such ten (10) day period, the record date for \ndetermining stockholders entitled to consent to corporate action in writing \nwithout a meeting, when no prior action by the Board of Directors is required \nby applicable law, shall be the first date on which a signed written consent \nsetting forth the action taken or proposed to be taken is delivered to the \ncorporation by delivery to its registered office in the state of Delaware, \nits principal place of business, or an officer or agent of the corporation \nhaving custody of the book in which proceedings of stockholders' meetings are \nrecorded, to the attention of the secretary of the corporation. Delivery \nshall be by hand or by certified or registered mail, return receipt \nrequested. If no record date has been fixed by the Board of Directors and \nprior action by the Board of Directors is required by applicable law, the \nrecord date for determining stockholders entitled to consent to corporate \naction in writing without a \n\n                                       5\n\n\n\nmeeting shall be at the close of business on the date on which the Board of \nDirectors adopts the resolution taking such prior action.\n\n         Section 13.  At any annual meeting of the stockholders, only such \nbusiness shall be conducted as shall be properly before the meeting. To be \nproperly before an annual meeting, business must be (a) specified in the \nnotice of meeting (or any supplement thereto) given by or at the direction of \nthe Board of Directors, (b) otherwise properly brought before the meeting by \nor at the direction of the Board of Directors, or (c) otherwise properly \nbrought before the meeting by a stockholder. For business to be properly \nbrought before an annual meeting by a stockholder, the stockholder must have \ngiven timely notice thereof in writing to the secretary. To be timely, a \nstockholder's notice must be delivered to or mailed and received at the \nprincipal place of business of the corporation not less than sixty (60) days \nnor more than ninety (90) days prior to the meeting; provided, however, that \nin the event that less than seventy (70) days' notice or prior public \ndisclosure of the date of the meeting is given or made to stockholders, \nnotice by the stockholder to be timely must be received not later than the \nclose of business on the tenth day following the day on which such notice of \nthe date of the meeting was mailed or such public disclosure was made(1). A \nstockholder's written notice to the secretary shall set forth as to each \nmatter the stockholder proposes to bring before the annual meeting (a) a \ndescription of the business desired to be brought before the annual meeting \nand the reasons for conducting such business at the annual meeting, (b) the \nname and address as they appear on the corporation's books of the stockholder \nproposing such\n\n\n----------------------\n(1)      It shall be necessary for the corporation to determine the date of \neach annual meeting at least 70 days in advance thereof and make a public \ndisclosure of such date and of the provisions of Article II, Section 13 of \nthese Bylaws.\n\n                                       6\n\n\n\nbusiness, (c) the class and number of shares of the corporation which are \nbeneficially owned by such stockholder, and (d) any material interest of such \nstockholder in such business.  Notwithstanding anything in these Bylaws to \nthe contrary, no business shall be conducted at any annual meeting unless \nproperly brought before such meeting in accordance with the procedures set \nforth in this Section 13. The chairman of the meeting shall, if the facts \nwarrant, determine and declare to the meeting that business was not properly \nbrought before the meeting in accordance with the provisions of this Section \n13 and if it shall be so determined, the chairman of the meeting shall so \ndeclare this to the meeting and such business not properly brought before the \nmeeting shall not be transacted.\n\n         Section 14.  Only persons who are nominated in accordance with the \nprocedures set forth in this Section 14 shall be eligible for election as \ndirectors of the corporation by the stockholders. Nominations of persons for \nelection to the Board of Directors may be made at a meeting of stockholders \nby or at the direction of the Board of Directors or by any stockholder of the \ncorporation entitled to vote for the election of directors at the meeting who \ncomplies with the notice procedures set forth in this Section 14. Such \nnominations, other than those made by or at the direction of the Board of \nDirectors, shall be made pursuant to timely notice in writing to the \nsecretary. To be timely, a stockholder's notice shall be delivered to or \nmailed and received at the principal place of business of the corporation not \nless than sixty (60) nor more than ninety (90) days prior to the meeting; \nprovided, however, that in the event that less than seventy (70) days' notice \nor prior public disclosure of the date of the meeting is given or made to \nstockholders, notice by the stockholder to be timely must be so received not \nless than the\n\n\n\n\n\n                                       7\n\n\n\nclose of business on the tenth day following the day on which such notice of \nthe date of the meeting was mailed or such public disclosure was made. Such \nstockholder's notice shall set forth (a) as to each person whom the \nstockholder proposes to nominate for election or re-election as a director \n(i) the name, age, business address and residence address of such person, \n(ii) the principal occupation or employment of such person, (iii) the class \nand number of shares of the corporation which are beneficially owned by such \nperson and (iv) any other information relating to such person that is \nrequired to be disclosed in solicitations of proxies for election of \ndirectors or is otherwise required in each case pursuant to Regulation 14A \nunder the Securities and Exchange Act of 1934, as amended (including without \nlimitation such person's written consent to being named in the proxy \nstatement as a nominee and to serving as a director if elected); and (b) as \nto the stockholder giving the notice (i) the name and address, as they appear \non the corporation's books of such stockholder, (ii) the class and number of \nshares of the corporation which are beneficially owned by such stockholder, \nand (iii) any material relationship of the stockholder to the person the \nstockholder proposes to nominate. At the request of the Board of Directors \nany person nominated by the Board of Directors for election as a director \nshall furnish to the secretary that information required to be set forth in a \nstockholder's notice of nomination which pertains to the nominee. No person \nshall be eligible for election as a director of the corporation unless \nnominated in accordance with the procedures set forth in this Section 14. The \nchairman of the meeting shall, if the facts warrant, determine and declare to \nthe meeting that a nomination was not made in accordance with the provisions \nof this Section 14 and if it shall be so determined, the\n\n                                       8\n\n\n\nchairman shall so declare this to the meeting and the defective nomination \nshall be disregarded.\n\n                                  ARTICLE III\n\n                                   DIRECTORS\n\n         Section 1.  The number of directors that shall constitute the whole \nboard shall be eight (8). The directors shall be elected at the annual \nmeeting of the stockholders, except as provided in Section 2 of this Article, \nand each director elected shall hold office until his or her successor is \nelected and qualified. Directors need not be stockholders, but shall not be \nolder than 70 years of age on the date of their election or appointment to be \neligible to serve as a director.\n\n         Section 2.  Vacancies and newly created directorships resulting from \nany increase in the authorized number of directors elected by all of the \nstockholders having a right to vote as a single class may be filled by a \nmajority of the directors then in office, though less than a quorum, or by a \nsole remaining director, and the directors so chosen shall hold office until \nthe next annual election and until their successors are duly elected and \nqualified, unless sooner removed. If there are no directors in office, then \nan election of directors may be held in the manner provided by statute. If, \nat the time of filling any vacancy or any newly created directorship, the \ndirectors then in office shall constitute less than a majority of the whole \nBoard of Directors (as constituted immediately prior to any such increase), \nthe Court of Chancery may, upon application of any stockholder or \nstockholders holding at least ten percent (10%) of the total number of the \nshares at the time outstanding having the right to vote for such directors, \nsummarily order an election to be held to fill any such vacancies or newly \ncreated directorships, or to replace the directors chosen by the directors \nthen in office.\n\n\n                                       9\n\n\n\n         Section 3.  The business of the corporation shall be managed by or \nunder the direction of its Board of Directors which may exercise all such \npowers of the corporation and do all such lawful acts and things as are not \nby statute or by the certifi-cate of incorporation or by these Bylaws \ndirected or required to be exercised or done by the stockholders.\n\n         Section 4.  The Board of Directors of the corporation may hold \nmeetings, both regular and special, either within or without the State of \nDelaware. \n\n         Section 5.  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 \nof the stockholders at the annual meeting and no notice of such meeting shall \nbe necessary to the newly elected directors in order legally to constitute \nthe meeting, provided a quorum shall be present. In the event of the failure \nof the stockholders to fix the time or place of such first meeting of the \nnewly elected Board of Directors, or in the event such meeting is not held at \nthe time and place so fixed by the stockholders, the meeting may be held at \nsuch time and place as shall be specified in a notice given as hereinafter \nprovided for special meetings of the Board of Directors, or as shall be \nspecified in a written waiver signed by all of the directors.\n\n         Section 6.  Regular meetings of the Board of Directors may be held \nwithout notice at such time and at such place as shall from time to time be \ndetermined by the Board of Directors.\n\n         Section 7.  Special meetings of the Board of Directors may be called \nby the Chairman of the Board of Directors, the president, any vice-president, \nthe secretary or \n\n\n                                       10\n\n\n\nany two (2) directors on four (4) days' notice to each director by mail or \ntwo (2) days' notice to each director either personally or by telegram.\n\n         Section 8.  At all meetings of the Board of Directors, one-third \n(1\/3) of the authorized number of directors, or two (2), whichever is \ngreater, shall constitute a quorum for the transaction of business and the \nact of a majority of the directors present at any meeting at which there is a \nquorum shall be the act of the Board of Directors, except as may be otherwise \nspecifically provided by statute, by the certificate of incorporation or by \nArticle III, Section 9 of these Bylaws. If a quorum shall not be present at \nany meeting of the Board of Directors, the directors present thereat may \nadjourn the meeting from time to time without notice other than announcement \nat the meeting, until a quorum shall be present.\n\n         Section 9.  Unless otherwise restricted by the certificate of \nincorporation or these Bylaws, any action required or permitted to be taken \nat any meeting of the Board of Directors or of any committee thereof may be \ntaken without a meeting if all members of the Board of Directors or committee \nthereof, as the case may be, consent thereto in writing, and the writing or \nwritings are filed with the minutes of proceedings of the Board of Directors \nor committee thereof.\n\n         Section 10.  Unless otherwise restricted by the certificate of \nincorporation or these Bylaws, members of the Board of Directors or any \ncommittee designated by the Board of Directors, may participate in a meeting \nof the Board of Directors, 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 \n\n                                       11\n\n\n\nother, and such participation in a meeting shall constitute presence in \nperson at the meeting.\n\n         Section 11.  The Board of Directors may, by resolution passed by a \nmajority of the whole board, designate one or more committees, each committee \nto consist of one or more of the directors of the corporation. The Board of \nDirectors 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. \n\n         In the absence or disqualification of a member of a committee, the \nmember or members thereof present at any meeting and not disqualified from \nvoting, whether or not he or they constitute a quorum, may unanimously \nappoint another member of the Board of Directors to act at the meeting in the \nplace of any such absent or disqualified member. \n\n         Any such committee, to the extent provided in the resolution of the \nBoard of Directors, shall have and may exercise all the powers and authority \nof the Board of Directors in the management of the business and affairs of \nthe corporation, and may authorize the seal of the corporation to be affixed \nto all papers which may require it, but no such committee shall have the \npower or authority in reference to amending the certificate of incorporation, \nadopting an agreement of merger or consolidation, recommending to the \nstockholders the sale, lease or exchange of all or substantially all of the \ncorporation's property and assets, recommending to the stockholders a \ndissolution of the corporation or a revocation of a dissolution, or amending \nthe Bylaws of the corporation, and, unless the resolution or the certificate \nof incorporation expressly so provide, no such committee shall have the power \nor authority to declare a dividend or to authorize the issuance of stock. \nSuch committee or committees shall have such name or \n\n\n                                       12\n\n\n\nnames as may be determined from time to time by resolution adopted by the \nBoard of Directors.\n\n         Section 12.  Each committee shall keep regular minutes of its \nmeetings and report the same to the Board of Directors when required.\n\n         Section 13.  Unless otherwise restricted by the certificate of \nincorporation or these Bylaws, the Board of Directors shall have the \nauthority to fix the compensation of directors. The directors may be paid \ntheir expenses, if any, of attendance at each meeting of the Board of \nDirectors and may be paid a fixed sum for attendance at each meeting of the \nBoard of Directors or a stated salary as director. No such payment shall \npreclude any director from serving the corporation in any other capacity and \nreceiving compensation therefor. Members of special or standing committees \nmay be allowed like compensation for attending committee meetings.\n\n         Section 14.  Unless otherwise restricted by the certificate of \nincorporation or these Bylaws, any director or the entire Board of Directors \nmay be removed, with or without cause, by the holders of a majority of shares \nentitled to vote at an election of directors.\n\n                                  ARTICLE IV\n\n                                   NOTICES\n\n         Section 1.  Whenever, under the provisions of statutes or of the \ncertificate of incorporation or of these Bylaws, notice is required to be \ngiven to any director or stockholder, it shall not be construed to mean \npersonal notice, but such notice may be given in writing, by mail, addressed \nto such director or stockholder, at his address as it appears on the records \nof the corporation, with postage thereon prepaid, and such notice\n\n\n                                       13\n\n\n\nshall be deemed to be given at the time when the same shall be deposited in \nthe United States mail. Notice to directors may also be given by telegram.\n\n         Section 2.  Whenever any notice is required to be given under the \nprovisions of the statutes or of the certificate of incorporation or of these \nBylaws, a waiver thereof in writing, signed by the person or persons entitled \nto said notice, whether before or after the time stated therein, shall be \ndeemed equivalent thereto.\n\n                                   ARTICLE V\n\n                                    OFFICERS\n\n         Section 1.  The officers of the corporation shall be chosen by the \nBoard of Directors and shall be a Chairman of the Board, a president, one or \nmore vice-presidents, a secretary and a chief financial officer. The Board of \nDirectors may elect from among its members a Vice Chairman of the Board and \nmay also choose one or more assistant secretaries and assistant treasurers. \nAny number of offices may be held by the same person, unless the certificate \nof incorporation or these Bylaws otherwise provide.\n\n         Section 2.  The Board of Directors at its first meeting after each \nannual meeting of stockholders shall choose the officers of the corporation.\n\n         Section 3.  The Board of Directors may appoint such other officers \nand agents as it shall deem necessary who shall hold their offices for such \nterms and shall exercise such powers and perform such duties as shall be \ndetermined from time to time by the Board of Directors.\n\n         Section 4.  The salaries of all officers and agents of the \ncorporation shall be fixed by the Board of Directors.\n\n         Section 5.  The officers of the corporation shall hold office until \ntheir successors are duly elected and qualified. Any officer elected or \nappointed by the Board \n\n\n                                       14\n\n\n\nof Directors may be removed at any time by the affirmative vote of a majority \nof the Board of Directors. Any vacancy occurring in any office of the \ncorporation shall be filled by the Board of Directors.\n\n         Section 6.  The Chairman of the Board shall preside at all meetings \nof the Board of Directors and of the stockholders at which he shall be \npresent and shall have and may exercise such powers as are, from time to \ntime, assigned by the Board of Directors and as may be provided by law.\n\n         Section 7.  In the absence of the Chairman of the Board, the Vice \nChairman, if any, shall preside at all meetings of the Board of Directors and \nof the stockholders at which he shall be present. The Vice Chairman shall \nhave and may exercise such powers as are, from time to time, assigned by the \nBoard of Directors and as may be provided by law.\n\n         Section 8.  The president shall be the general manager and chief \nexecutive officer of the corporation, and in the absence of the Chairman and \nVice Chairman of the Board of Directors, shall preside at all meetings of the \nstockholders and the Board of Directors. The president shall have general and \nactive management of the business of the corporation and shall see that all \norders and resolutions of the Board of Directors are carried into effect.\n\n         Section 9.  The president shall execute bonds, mortgages and other \ncontracts requiring a seal, under the seal of the corporation, except where \nrequired or permitted by law to be otherwise signed and executed and except \nwhere the signing and execution thereof shall be expressly delegated by the \nBoard of Directors to some other officer or agent of the corporation.\n\n\n                                       15\n\n\n\n         Section 10.  In the absence of the president or in the event of his \ninability or refusal to act, 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 \nthe order of their election) shall perform the duties of the president, and \nwhen so acting, shall have all the powers of and be subject to all the \nrestrictions upon the president. The vice presidents shall perform such other \nduties and have such other powers as the Board of Directors may from time to \ntime prescribe.\n\n         Section 11.  The secretary shall attend all meetings of the Board of \nDirectors and all meetings of the stockholders and record all the proceedings \nof the meetings of the corporation and of the Board of Directors in a book to \nbe kept for that purpose and shall perform like duties for the standing \ncommittees when required. The secretary shall give or cause to be given, \nnotice of all meetings of the stockholders and special meetings of the Board \nof Directors and shall perform such other duties as may be prescribed by the \nBoard of Directors or president, under whose supervision he shall be. The \nsecretary shall have custody of the corporate seal of the corporation, and \nthe secretary or an assistant secretary shall have authority to affix the \nsame to any instrument requiring it and when so affixed, it may be attested \nby his signature or by the signature of such assistant secretary. The Board \nof Directors may give general authority to any other officer to affix the \nseal of the corporation and to attest the affixing by his signature.\n\n         Section 12.  The assistant secretary, or if there be more than one, \nthe assistant secretaries in the order determined by the Board of Directors \n(or if there be no such determination, then in the order of their election) \nshall, in the absence of the secretary or in the event of his or her \ninability or refusal to act, perform the duties and \n\n                                       16\n\n\n\nexercise the powers of the secretary and shall perform such other duties and \nhave such other powers as the Board of Directors may from time to time \nprescribe.\n\n         Section 13.  The chief financial officer may also be designated by \nthe alternate title of \"treasurer.\" The chief financial officer shall have \nthe custody of the corporate funds and securities and shall keep full and \naccurate accounts of receipts and disbursements in books belonging to the \ncorporation and shall deposit all moneys and other valuable effects in the \nname and to the credit of the corporation in such depositories as may be \ndesignated by the Board of Directors.\n\n         Section 14.  The chief financial officer shall disburse the funds of \nthe corporation as may be ordered by the Board of Directors, taking proper \nvouchers for such disbursements, and shall render to the president and the \nBoard of Directors, at its regular meetings, or when the Board of Directors \nso requires, an account of all his transactions as treasurer and of the \nfinancial condition of the corporation.\n\n         Section 15.  If required by the Board of Directors, the chief \nfinancial officer shall give the corporation a bond (which shall be renewed \nevery six years) in such sum and with such surety or sureties as shall be \nsatisfactory to the Board of Directors for the faithful performance of the \nduties of his office and for the restoration to the corporation, in case of \nhis death, resignation, retirement or removal from office, of all books, \npapers, vouchers, money and other property of whatever kind in his possession \nor under his control belonging to the corporation.\n\n         Section 16.  The assistant treasurer, or if there shall be more than \none, the assistant treasurers in the order determined by the Board of \nDirectors (or if there be no such determination, then in the order of their \nelection) shall, in the absence of the chief\n\n                                       17\n\n\n\nfinancial officer or in the event of his inability or refusal to act, perform \nthe duties and exercise the powers of the chief financial officer and shall \nperform such other duties and have such other powers as the Board of \nDirectors may from time to time prescribe.\n\n                              ARTICLE VI\n\n                                STOCK\n\n         Section 1.  Every holder of stock in the corporation shall be \nentitled to have a certificate, signed by, or in the name of the corporation \nby, the Chairman or Vice Chairman of the Board of Directors, or the president \nor a vice president and the treasurer or an assistant treasurer, or the \nsecretary or an assistant secretary of the corporation, certifying the number \nof shares owned by the shareholder in the corporation. \n\n         Certificates may be issued for partly paid shares and in such case \nupon the face or back of the certificates issued to represent any such partly \npaid shares, the total amount of the consideration to be paid therefor, and \nthe amount paid thereon shall be specified. \n\n         If the corporation shall be authorized to issue more than one class \nof stock 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 which 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, \nin lieu of the fore-going requirements, there may be set forth on the face or \nback of the certificate which the corporation shall issue to represent such \nclass or series of stock, a statement that the corporation will furnish \nwithout charge to each stockholder who so requests the powers, designations, \npreferences and relative, participating, optional or other special rights of \n\n\n                                       18\n\n\n\neach class of stock or series thereof and the qualifications, limitations or \nrestrictions of such preferences and\/or rights.\n\n         Section 2.  Any or all of the signatures on the certificate may be \nfacsimile. In case any officer, transfer agent or registrar who has signed or \nwhose facsimile signature has been placed upon a certificate shall have \nceased to be such officer, transfer agent or registrar before such \ncertificate is issued, it may be issued by the corporation with the same \neffect as if he were such officer, transfer agent or registrar at the date of \nissue.\n\n         Section 3.  The Board of Directors may direct a new certificate or \ncertificates to be issued in place of any certificate or certificates \ntheretofore issued by the corporation alleged to have been lost, stolen or \ndestroyed, upon the making of an affidavit of that fact by the person \nclaiming the certificate of stock to be lost, stolen or destroyed. When \nauthorizing such issue of a new certificate or certificates, the Board of \nDirectors may, in its discretion and as a condition precedent to the issuance \nthereof, require the owner of such lost, stolen or destroyed certificate or \ncertificates, or his legal representative, to advertise the same in such \nmanner as it shall require and\/or to give the corporation a bond in such sum \nas it may direct as indemnity against any claim that may be made against the \ncorporation with respect to the certificate alleged to have been lost, stolen \nor destroyed.\n\n         Section 4.  Upon surrender to the corporation or the transfer agent \nof the corporation of a certificate for shares duly endorsed or accompanied \nby proper evidence of succession, assignation or authority to transfer, it \nshall be the duty of the corporation to \n\n                                       19\n\n\n\nissue a new certificate to the person entitled thereto, cancel the old \ncertificate and record the transaction upon its books.\n\n         Section 5.  In order that the corporation may determine the \nstockholders entitled to notice of or to vote at any meeting of stockholders \nor any adjournment thereof, or entitled to receive payment of any dividend or \nother distribution or allotment of any rights, or entitled to exercise any \nrights in respect of any change, conversion or exchange of stock or for the \npurpose of any other lawful action, the Board of Directors may fix, in \nadvance, a record date, which shall not be more than sixty (60) nor less than \nten (10) days before the date of such meeting, nor more than sixty (60) days \nprior to any other action. A determination of stockholders of record entitled \nto notice of or to vote at a meeting of stockholders shall apply to any \nadjournment of the meeting: provided, however, that the Board of Directors \nmay fix a new record date for the adjourned meeting.\n\n         Section 6.  The corporation shall be entitled to recognize the \nexclusive right of a person registered on its books as the owner of shares to \nreceive dividends, and to vote as such owner, and to hold liable for calls \nand assessments a person registered on its books as the owner of shares, and \nshall not be bound to recognize any equitable or other claim to or interest \nin such share or shares on the part of any other person, whether or not it \nshall have express or other notice thereof, except as otherwise provided by \nthe laws of Delaware.\n\n                                     ARTICLE VII\n\n                                 GENERAL PROVISIONS\n\n         Section 1.  Dividends upon the capital stock of the corporation, \nsubject to the provisions of the certificate of incorporation, if any, may be \ndeclared by the Board of Directors at any regular or special meeting, \npursuant to law. Dividends may be paid in\n\n                                       20\n\n\n\ncash, in property, or in shares of the capital stock, subject to the \nprovisions of the certificate of incorporation.\n\n         Section 2.  Before payment of any dividend, there may be set aside \nout of any funds of the corporation available for dividends such sum or sums \nas the directors from time to time, in their absolute discretion, think \nproper as a reserve or reserves to meet contingencies, or for equalizing \ndividends, or for repairing or maintaining any property of the corporation, \nor for such other purpose as the directors shall think conducive to the \ninterest of the corporation, and the directors may modify or abolish any such \nreserve in the manner in which it was created.\n\n         Section 3.  All checks or demands for money and notes of the \ncorporation shall be signed by such officer or officers or such other person \nor persons as the Board of Directors may from time to time designate.\n\n         Section 4.  The fiscal year of the corporation shall be fixed by \nresolution of the Board of Directors.\n\n         Section 5.  The Board of Directors may adopt a corporate seal having \ninscribed thereon the name of the corporation, the year of its organization \nand the words \"Corporate Seal, Delaware\". The seal may be used by causing it \nor a facsimile thereof to be impressed or affixed or reproduced or otherwise.\n\n         Section 6.  The corporation shall indemnify to the full extent \npermitted by, and in the manner permissible under, the laws of the State of \nDelaware any person made, or threatened to be made, a party to an action or \nproceeding, whether criminal, civil, administrative or investigative, by \nreason of the fact that he, his testator or intestate is or was a director of \nthe corporation or any predecessor of the corporation, or served any\n\n                                       21\n\n\n\nother enterprise as a director or officer at the request of the corporation \nor any predecessor of the corporation.\n\n         Section 7.  Expenses incurred by a director of the corporation in \ndefending a civil or criminal action, suit or proceeding by reason of the \nfact that he is or was a director of the corporation (or was serving at the \ncorporation's request as a director or officer of another enterprise or \ncorporation) shall be paid by the corporation in advance of the final \ndisposition of such action, suit or proceeding upon receipt of an undertaking \nby or on behalf of such director to repay such amount if it shall ultimately \nbe determined that he is not entitled to be indemnified by the corporation as \nauthorized by relevant sections of the General Corporation Law of Delaware.\n\n         Section 8.  Article VII, Sections 6 and 7 shall be deemed to be a \ncontract between the corporation and each director who serves in such \ncapacity at any time while this Bylaw is in effect, and any repeal or \nmodification thereof shall not affect any rights or obligations then existing \nwith respect to any state of facts then or theretofore existing or any \naction, suit or proceeding theretofore or thereafter brought based in whole \nor in part upon any such state of facts.\n\n         Section 9.  The Board of Directors in its discretion shall have \npower on behalf of the corporation to indemnify any person, other than a \ndirector, made a party to any action, suit or proceeding by reason of the \nfact that he, his testator or intestate is or was an officer or employee of \nthe corporation.\n\n         Section 10.  The foregoing rights of indemnification shall not be \ndeemed exclusive of any other rights to which any director or officer may be \nentitled apart from the provisions of Article VII, Sections 6, 7, 8, 9 and \nthis Section 10.\n\n\n                                       22\n\n\n\n                                  ARTICLE VIII\n\n                                   AMENDMENTS\n\n         Section 1.  These Bylaws may be altered, amended or repealed or new \nBylaws may be adopted by the stockholders or by the Board of Directors, when \nsuch power is conferred upon the Board of Directors by the certificate of \nincorporation, at any regular meeting of the stockholders or of the Board of \nDirectors or at any special meeting of the stockholders or of the Board of \nDirectors if notice of such alteration, amendment, repeal or adoption of new \nBylaws be contained in the notice of such special meeting. If the power to \nadopt, amend or repeal Bylaws is conferred upon the Board of Directors by the \ncertificate of incorporation, it shall not divest or limit the power of the \nstockholders to adopt, amend or repeal Bylaws.\n\n         Section 2.  Notwithstanding any other provision in these Bylaws, \nSections 5, 12, 13, and 14 of Article II of these Bylaws and this Section 2 \nshall not be amended, modified or repealed, directly or indirectly except by \n(i) the affirmative vote of two-thirds (2\/3) or more of the Continuing \nDirectors (\"Continuing Director\" shall mean any person then serving as a \ndirector of this corporation (i) who was a member of the Board of Directors \nof this corporation on October 24, 1991, or (ii) who becomes a director after \nOctober 24, 1991 and whose election, or nomination for election by this \ncorporation's stockholders, was approved by a majority of the directors who \nat that time are Continuing Directors, either by a specific vote or by \napproval of the proxy statement issued by this corporation on behalf of the \nBoard of Directors in which such person is named as nominee for director) and \nthe approval of the stockholders otherwise required by applicable law or \nthese Bylaws for such amendment; or (ii) the affirmative vote of the holders \nof a majority of the capital stock entitled to vote.\n\n\n                                       23\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7334],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9573,9574],"class_list":["post-41511","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dmc-stratex-networks-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41511","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=41511"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41511"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41511"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41511"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}