{"id":41512,"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-dmc-stratex-networks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-dmc-stratex-networks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-dmc-stratex-networks-inc.html","title":{"rendered":"Bylaws &#8211; DMC Stratex Networks Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                                    BYLAWS OF\n                           DMC STRATEX NETWORKS, INC.\n                   (Amended and Restated as of August 8, 2000)\n\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n     Section 1. The registered office shall be in the City of Wilmington, County\nof New Castle, State of Delaware.\n\n     Section 2. The corporation may also have offices at such other places both\nwithin and without the State of Delaware as the Board of Directors may from time\nto time determine or the business of the corporation may require.\n\n\n                                   ARTICLE II\n\n                                  STOCKHOLDERS\n\n     Section 1. All meetings of the stockholders for the election of directors\nshall be held in the City of San Jose, State of California, at such place as may\nbe fixed from time to time by the Board of Directors, or at such other place\neither within or without the State of Delaware as shall be designated from time\nto time by the Board of Directors and stated in the notice of the meeting.\nMeetings of stockholders for any other purpose may be held at such time and\nplace, within or without the State of Delaware, as shall be stated in the notice\nof the meeting or in a duly executed waiver of notice thereof.\n  \n     Section 2. Annual meetings of stockholders shall be held on the third\nThursday in July, if not a legal holiday and, if a legal holiday, then on the\nnext succeeding business day following, at the same hour and place, or at such\nother date and\n\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 be\nbrought before the meeting.\n\n     Section 3. Written notice of the annual meeting stating the place, date and\nhour of the meeting shall be given to each stockholder entitled to vote at such\nmeeting not less than ten (10) nor more than sixty (60) days before the date of\nthe 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 meeting\nof stockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten (10) days prior to the meeting, either at a place within the city where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held.\nThe list shall also be produced and kept at the time and place of the meeting\nduring the whole time thereof, and may be inspected by any stockholder who is\npresent.\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 of\nDirectors or upon written application of one or more stockholders who hold at\nleast forty percent (40%) of the capital stock entitled to vote at such meeting.\nSuch 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                                       2\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 and\nto vote at such meeting.\n \n     Section 6. Written notice of a special meeting stating the place, date and\nhour of the meeting and the purpose or purposes for which the meeting is called,\nshall be given not less than ten (10) nor more than sixty (60) days before the\ndate of the meeting, to each stockholder entitled to vote at such meeting.\n\n     Section 7. Only such business shall be conducted at a special meeting as\nshall have been stated in the written notice of the meeting as the purpose or\npurposes for the meeting.\n\n     Section 8. The holders of a majority of the stock issued and outstanding\nand entitled to vote thereat, present in person or represented by proxy, shall\nconstitute a quorum at all meetings of the stockholders for the transaction of\nbusiness except as otherwise provided by statute or by the certificate of\nincorporation. If, however, such quorum shall not be present or represented at\nany meeting of the stockholders, the stockholders entitled to vote thereat,\npresent in person or represented by proxy, shall have power to adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until a quorum shall be present or represented. At such adjourned\nmeeting at which a quorum shall be present or represented any business may be\ntransacted which might have been transacted at the meeting as originally\nnotified. If the adjournment is for more than thirty (30) days, or if after the\nadjournment a new record date is fixed for the adjourned meeting, a notice of\nthe adjourned meeting shall be given to each stockholder of record entitled to\nvote at the meeting.\n\n                                       3\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 act\nof the stockholders, unless the question is one upon which by express provision\nof any 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 10. Unless otherwise provided in the certificate of incorporation,\neach stockholder shall at every meeting of the stockholders be entitled to one\nvote in person or by proxy for each share of the capital stock having voting\npower held by such stockholder, but no proxy shall be voted on after three years\nfrom its date, unless the proxy provides for a longer period.\n\n     Section 11. Unless otherwise provided in the certificate of incorporation,\nand subject to the provisions of Article II, Section 12 of these Bylaws, any\naction required to be taken at any annual or special meeting of stockholders of\nthe corporation, or any action which may be taken at any annual or special\nmeeting of such stockholders, may be taken without a meeting, without prior\nnotice and without a vote, if a consent in writing setting forth the action so\ntaken, shall be signed by the holders of outstanding stock having not less than\nthe minimum number of votes that would be necessary to authorize or take such\naction at a meeting at which all shares entitled to vote thereon were present\nand voted. Prompt notice of the taking of the corporate action without a meeting\nby less than unanimous written consent shall be given to those stockholders who\nhave not consented in writing.\n\n                                       4\n\n\n     Section 12. In order that the corporation may determine the stockholders\nentitled to consent to corporate action in writing without a meeting pursuant to\nArticle II, Section 11 of these Bylaws, the Board of Directors may fix a record\ndate, which record date shall not precede the date upon which the resolution\nfixing the record date is adopted by the Board of Directors, and which record\ndate shall not be more than ten (10) days after the date upon which the\nresolution fixing the record date is adopted by the Board of Directors. Any\nstockholder of record seeking to have the stockholders authorize or take\ncorporate action by written consent shall, by written notice to the secretary,\nrequest the Board of Directors to fix a record date. The Board of Directors\nshall promptly, but in all events within ten (10) days after the date on which\nsuch a request is received, adopt a resolution fixing the record date. If no\nrecord date has been fixed by the Board of Directors within such ten (10) day\nperiod, the record date for determining stockholders entitled to consent to\ncorporate action in writing without a meeting, when no prior action by the Board\nof Directors is required by applicable law, shall be the first date on which a\nsigned written consent setting forth the action taken or proposed to be taken is\ndelivered to the corporation by delivery to its registered office in the state\nof Delaware, its principal place of business, or an officer or agent of the\ncorporation having custody of the book in which proceedings of stockholders'\nmeetings are recorded, to the attention of the secretary of the corporation.\nDelivery shall 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 prior\naction by the Board of Directors is required by applicable law, the record date\nfor determining stockholders entitled to consent to corporate action in writing\nwithout a \n\n                                       5\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 business\nshall be conducted as shall be properly before the meeting. To be properly\nbefore an annual meeting, business must be (a) specified in the notice of\nmeeting (or any supplement thereto) given by or at the direction of the Board of\nDirectors, (b) otherwise properly brought before the meeting by or at the\ndirection of the Board of Directors, or (c) otherwise properly brought before\nthe meeting by a stockholder. For business to be properly brought before an\nannual meeting by a stockholder, the stockholder must have given timely notice\nthereof in writing to the secretary. To be timely, a stockholder's notice must\nbe delivered to or mailed and received at the principal place of business of the\ncorporation not less than sixty (60) days nor more than ninety (90) days prior\nto the meeting; provided, however, that in the event that less than seventy (70)\ndays' notice or prior public disclosure of the date of the meeting is given or\nmade to stockholders, notice by the stockholder to be timely must be received\nnot later than the close of business on the tenth day following the day on which\nsuch notice of the date of the meeting was mailed or such public disclosure was\nmade. (1) A stockholder's written notice to the secretary shall set forth as to\neach matter the stockholder proposes to bring before the annual meeting (a) a\ndescription of the business desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (b) the name and\naddress as they appear on the corporation's books of the stockholder proposing\nsuch\n\n\n-----------\n(1) It shall be necessary  for the  corporation  to  determine  the date of each\nannual meeting at least 70 days in advance thereof and make a public  disclosure\nof such date and of the provisions of Article II, Section 13 of these Bylaws.\n\n                                       6\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 the\ncontrary, no business shall be conducted at any annual meeting unless properly\nbrought before such meeting in accordance with the procedures set forth in this\nSection 13. The chairman of the meeting shall, if the facts warrant, determine\nand declare to the meeting that business was not properly brought before the\nmeeting in accordance with the provisions of this Section 13 and if it shall be\nso determined, the chairman of the meeting shall so declare this to the meeting\nand such business not properly brought before the meeting shall not be\ntransacted. \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 by\nor 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 secretary.\nTo be timely, a stockholder's notice shall be delivered to or mailed and\nreceived at the principal place of business of the corporation not less than\nsixty (60) nor more than ninety (90) days prior to the meeting; provided,\nhowever, that in the event that less than seventy (70) days' notice or prior\npublic disclosure of the date of the meeting is given or made to stockholders,\nnotice by the stockholder to be timely must be so received not less than the\n\n                                       7\n\n\n\nclose of business on the tenth day following the day on which such notice of the\ndate 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 stockholder\nproposes to nominate for election or re-election as a director (i) the name,\nage, business address and residence address of such person, (ii) the principal\noccupation or employment of such person, (iii) the class and number of shares of\nthe corporation which are beneficially owned by such person and (iv) any other\ninformation relating to such person that is required to be disclosed in\nsolicitations of proxies for election of directors or is otherwise required in\neach case pursuant to Regulation 14A under the Securities and Exchange Act of\n1934, as amended (including without limitation such person's written consent to\nbeing named in the proxy statement as a nominee and to serving as a director if\nelected); and (b) as to the stockholder giving the notice (i) the name and\naddress, as they appear on the corporation's books of such stockholder, (ii) the\nclass and number of shares of the corporation which are beneficially owned by\nsuch stockholder, and (iii) any material relationship of the stockholder to the\nperson the stockholder proposes to nominate. At the request of the Board of\nDirectors any person nominated by the Board of Directors for election as a\ndirector shall furnish to the secretary that information required to be set\nforth in a stockholder's notice of nomination which pertains to the nominee. No\nperson shall 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 of\nthis Section 14 and if it shall be so determined, the \n\n                                       8\n\n\nchairman shall so declare this to the meeting and the defective nomination shal\nbe disregarded. \n                                   ARTICLE III\n\n                                    DIRECTORS\n\n     Section 1. The number of directors that shall constitute the whole board\nshall be eight (8). The directors shall be elected at the annual meeting of the\nstockholders, except as provided in Section 2 of this Article, and each director\nelected shall hold office until his or her successor is elected and qualified.\nDirectors need not be stockholders, but shall not be older than 70 years of age\non the date of their election or appointment to be eligible to serve as a\ndirector.\n\n     Section 2. Vacancies and newly created directorships resulting from any\nincrease 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 the\nnext annual election and until their successors are duly elected and qualified,\nunless sooner removed. If there are no directors in office, then an election of\ndirectors may be held in the manner provided by statute. If, at the time of\nfilling any vacancy or any newly created directorship, the directors then in\noffice shall constitute less than a majority of the whole Board of Directors (as\nconstituted immediately prior to any such increase), the Court of Chancery may,\nupon application of any stockholder or stockholders holding at least ten percent\n(10%) of the total number of the shares at the time outstanding having the right\nto vote for such directors, summarily order an election to be held to fill any\nsuch vacancies or newly created directorships, or to replace the directors\nchosen by the directors then in office.\n\n                                       9\n\n\n     Section 3. The business of the corporation shall be managed by or under the\ndirection of its Board of Directors which may exercise all such powers of the\ncorporation and do all such lawful acts and things as are not by statute or by\nthe certificate of incorporation or by these Bylaws directed or required to be\nexercised or done by the stockholders.\n\n     Section 4. The Board of Directors of the corporation may hold meetings,\nboth regular and special, either within or without the State of Delaware.\n\n     Section 5. The first meeting of each newly elected Board of Directors shall\nbe held at such time and place as shall be fixed by the vote of the stockholders\nat the annual meeting and no notice of such meeting shall be necessary to the\nnewly elected directors in order legally to constitute the meeting, provided a\nquorum shall be present. In the event of the failure of the stockholders to fix\nthe time or place of such first meeting of the newly elected Board of Directors,\nor in the event such meeting is not held at the time and place so fixed by the\nstockholders, the meeting may be held at such time and place as shall be\nspecified in a notice given as hereinafter provided for special meetings of the\nBoard of Directors, or as shall be specified in a written waiver signed by all\nof the directors.\n\n     Section 6. Regular meetings of the Board of Directors may be held without\nnotice at such time and at such place as shall from time to time be determined\nby the Board of Directors.\n\n     Section 7. Special meetings of the Board of Directors may be called by the\nChairman of the Board of Directors, the president, any vice-president, the\nsecretary or \n                                       10\n\n\nany two (2) directors on four (4) days' notice to each director by mail or two\n(2) days' notice to each director either personally or by telegram.\n\n\n     Section 8. At all meetings of the Board of Directors, one-third (1\/3) of\nthe authorized number of directors, or two (2), whichever is greater, shall\nconstitute a quorum for the transaction of business and the act of a majority of\nthe directors present at any meeting at which there is a quorum shall be the act\nof the Board of Directors, except as may be otherwise specifically provided by\nstatute, by the certificate of incorporation or by Article III, Section 9 of\nthese Bylaws. If a quorum shall not be present at any meeting of the Board of\nDirectors, the directors present thereat may adjourn the meeting from time to\ntime without notice other than announcement at the meeting, until a quorum shall\nbe present.\n\n     Section 9. Unless otherwise restricted by the certificate of incorporation\nor these Bylaws, any action required or permitted to be taken at any meeting of\nthe Board of Directors or of any committee thereof may be taken without a\nmeeting if all members of the Board of Directors or committee thereof, as the\ncase may be, consent thereto in writing, and the writing or writings are filed\nwith the minutes of proceedings of the Board of Directors or committee thereof.\n\nSection 10. Unless  otherwise  restricted by the certificate of incorporation or\nthese Bylaws,  members of the Board of Directors or any committee  designated by\nthe Board of Directors,  may participate in a meeting of the Board of Directors,\nor  any  committee  thereof,  by  means  of  conference   telephone  or  similar\ncommunications  equipment  by means of which all  persons  participating  in the\nmeeting  can  hear  \n\n                                       11\n\n\neach other, 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 majority\nof the whole board, designate one or more committees, each committee to consist\nof one or more of the directors of the corporation. The Board of Directors may\ndesignate one or more directors as alternate members of any committee who may\nreplace any absent or disqualified member at any meeting of the committee.\n\n     In the absence or disqualification of a member of a committee, the member\nor members thereof present at any meeting and not disqualified from voting,\nwhether or not he or they constitute a quorum, may unanimously appoint another\nmember of the Board of Directors to act at the meeting in the place of any such\nabsent 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 of\nthe Board of  Directors  in the  management  of the  business and affairs of the\ncorporation,  and may authorize the seal of the corporation to be affixed to all\npapers  which may  require  it,  but no such  committee  shall have the power or\nauthority in reference to amending the certificate of incorporation, adopting an\nagreement of merger or consolidation, recommending to the stockholders the sale,\nlease or exchange of all or substantially all of the corporation's  property and\nassets,  recommending to the  stockholders a dissolution of the corporation or a\nrevocation of a  dissolution,  or amending the Bylaws of the  corporation,  and,\nunless the resolution or the certificate of incorporation  expressly so provide,\nno such committee  shall have the power or authority to declare a dividend or to\nauthorize the issuance of stock.  Such  committee or committees  shall have such\nname or \n\n                                       12\n\n\nnames as may be determined from time to time by resolution adopted by the Board\nof Directors.\n\n     Section 12. Each committee shall keep regular minutes of its meetings and\nreport the same to the Board of Directors when required.\n\n     Section 13. Unless otherwise restricted by the certificate of incorporation\nor these Bylaws, the Board of Directors shall have the authority to fix the\ncompensation of directors. The directors may be paid their expenses, if any, of\nattendance at each meeting of the Board of Directors and may be paid a fixed sum\nfor attendance at each meeting of the Board of Directors or a stated salary as\ndirector. No such payment shall preclude any director from serving the\ncorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings.\n\n     Section 14. Unless otherwise restricted by the certificate of incorporation\nor these Bylaws, any director or the entire Board of Directors may be removed,\nwith or without cause, by the holders of a majority of shares entitled to vote\nat an election of directors. \n\n                                   ARTICLE IV\n\n                                     NOTICES\n\nSection 1. Whenever,  under the provisions of statutes or of the  certificate of\nincorporation or of these Bylaws, notice is required to be given to any director\nor  stockholder,  it shall not be construed to mean  personal  notice,  but such\nnotice  may be  given  in  writing,  by  mail,  addressed  to such  director  or\nstockholder,  at his  address as it appears on the  records of the  corporation,\nwith postage thereon prepaid, and such notice\n\n                                       13\n\n\nshall be deemed to be given at the time when the same shall be deposited in the\nUnited 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 provisions\nof the statutes or of the certificate of incorporation or of these Bylaws, a\nwaiver thereof in writing, signed by the person or persons entitled to said\nnotice, whether before or after the time stated therein, shall be deemed\nequivalent thereto. \n\n                                   ARTICLE V\n\n                                    OFFICERS\n\n     Section 1. The officers of the corporation shall be chosen by the Board of\nDirectors and shall be a Chairman of the Board, a president, one or more\nvice-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 may\nalso choose one or more assistant secretaries and assistant treasurers. Any\nnumber of offices may be held by the same person, unless the certificate of\nincorporation or these Bylaws otherwise provide.\n\n     Section 2. The Board of Directors at its first meeting after each annual\nmeeting of stockholders shall choose the officers of the corporation.\n\n     Section 3. The Board of Directors may appoint such other officers and\nagents as it shall deem necessary who shall hold their offices for such terms\nand shall exercise such powers and perform such duties as shall be determined\nfrom time to time by the Board of Directors.\n\n     Section 4. The salaries of all officers and agents of the corporation shall\nbe fixed by the Board of Directors.\n\n     Section 5. The officers of the corporation shall hold office until their\nsuccessors are duly elected and qualified. Any officer elected or appointed by\nthe Board\n\n                                       14\n\n\nof Directors may be removed at any time by the affirmative vote of a majority of\nthe Board of Directors. Any vacancy occurring in any office of the corporation\nshall be filled by the Board of Directors.\n\n     Section 6. The Chairman of the Board shall preside at all meetings of the\nBoard of Directors and of the stockholders at which he shall be present and\nshall have and may exercise such powers as are, from time to time, assigned by\nthe 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 Chairman,\nif any, shall preside at all meetings of the Board of Directors and of the\nstockholders at which he shall be present. The Vice Chairman shall have and may\nexercise such powers as are, from time to time, assigned by the Board of\nDirectors and as may be provided by law.\n\n     Section 8. The president shall be the general manager and chief executive\nofficer of the corporation, and in the absence of the Chairman and Vice Chairman\nof the Board of Directors, shall preside at all meetings of the stockholders and\nthe Board of Directors. The president shall have general and active management\nof the business of the corporation and shall see that all orders and resolutions\nof the Board of Directors are carried into effect.\n\n     Section 9. The president shall execute bonds, mortgages and other contracts\nrequiring a seal, under the seal of the corporation, except where required or\npermitted by law to be otherwise signed and executed and except where the\nsigning and execution thereof shall be expressly delegated by the Board of\nDirectors to some other officer or agent of the corporation. \n\n                                       15\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 there\nbe more than one vice president, the vice presidents in the order designated by\nthe directors, or in the absence of any designation, then in the order of their\nelection) shall perform the duties of the president, and when so acting, shall\nhave all the powers of and be subject to all the restrictions upon the\npresident. The vice presidents shall perform such other duties and have such\nother powers as the Board of Directors may from time to time 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 of\nthe meetings of the corporation and of the Board of Directors in a book to be\nkept for that purpose and shall perform like duties for the standing committees\nwhen required. The secretary shall give or cause to be given, notice of all\nmeetings of the stockholders and special meetings of the Board of Directors and\nshall perform such other duties as may be prescribed by the Board of Directors\nor president, under whose supervision he shall be. The secretary shall have\ncustody of the corporate seal of the corporation, and the secretary or an\nassistant secretary shall have authority to affix the same to any instrument\nrequiring it and when so affixed, it may be attested by his signature or by the\nsignature of such assistant secretary. The Board of Directors may give general\nauthority to any other officer to affix the seal of the corporation and to\nattest the affixing by his signature.\n\n     Section 12. The assistant secretary, or if there be more than one, the\nassistant secretaries in the order determined by the Board of Directors (or if\nthere be no such determination, then in the order of their election) shall, in\nthe absence of the secretary or in the event of his or her inability or refusal\nto act, perform the duties and\n\n                                       16\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 the\nalternate title of \"treasurer.\" The chief financial officer shall have the\ncustody of the corporate funds and securities and shall keep full and accurate\naccounts of receipts and disbursements in books belonging to the corporation and\nshall deposit all moneys and other valuable effects in the name and to the\ncredit of the corporation in such depositories as may be designated by the Board\nof Directors.\n\n     Section 14. The chief financial officer shall disburse the funds 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 meetings, or when the Board of Directors so requires,\nan account of all his transactions as treasurer and of the financial condition\nof the corporation.\n\n     Section 15. If required by the Board of Directors, the chief financial\nofficer shall give the corporation a bond (which shall be renewed every six\nyears) in such sum and with such surety or sureties as shall be satisfactory to\nthe Board of Directors for the faithful performance of the duties of his office\nand for the restoration to the corporation, in case of his death, resignation,\nretirement or removal from office, of all books, papers, vouchers, money and\nother property of whatever kind in his possession or under his control belonging\nto the corporation.\n\nSection 16. The assistant treasurer, or if there shall be more than one, the\nassistant treasurers in the order determined by the Board of Directors (or if\nthere be no such determination, then in the order of their election) shall, in\nthe absence of the chief \n\n\n\n                                       17\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 Directors\nmay from time to time prescribe.\n                                   ARTICLE VI\n\n                                      STOCK\n\n     Section 1. Every holder of stock in the corporation shall be entitled to\nhave a certificate, signed by, or in the name of the corporation by, the\nChairman or Vice Chairman of the Board of Directors, or the president or a vice\npresident and the treasurer or an assistant treasurer, or the secretary or an\nassistant secretary of the corporation, certifying the number of shares owned by\nthe shareholder in the corporation.\n\n     Certificates may be issued for partly paid shares and in such case upon the\nface or back of the certificates issued to represent any such partly paid\nshares, the total amount of the consideration to be paid therefor, and the\namount paid thereon shall be specified.\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  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, in\nlieu of the foregoing  requirements,  there may be set forth on the face or back\nof the certificate  which 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,  designations,  preferences  and\nrelative, participating, optional or other special rights of\n\n\n\n                                       18\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 ceased\nto be such officer, transfer agent or registrar before such certificate is\nissued, it may be issued by the corporation with the same effect as if he were\nsuch officer, transfer agent or registrar at the date of issue.\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 claiming\nthe certificate of stock to be lost, stolen or destroyed. When authorizing such\nissue of a new certificate or certificates, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate or certificates, or his\nlegal representative, to advertise the same in such manner as it shall require\nand\/or to give the corporation a bond in such sum as it may direct as indemnity\nagainst any claim that may be made against the corporation with respect to the\ncertificate alleged to have been lost, stolen or destroyed.\n\n     Section 4. Upon surrender to the corporation or the transfer agent of the\ncorporation of a certificate for shares duly endorsed or accompanied by proper\nevidence of succession, assignation or authority to transfer, it shall be the\nduty of the corporation to\n\n\n                                       19\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 stockholders\nentitled to notice of or to vote at any meeting of stockholders or any\nadjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of any\nother lawful action, the Board of Directors may fix, in advance, a record date,\nwhich shall not be more than sixty (60) nor less than ten (10) days before the\ndate of such meeting, nor more than sixty (60) days prior to any other action. A\ndetermination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting: provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n     Section 6. The corporation shall be entitled to recognize the exclusive\nright of a person registered on its books as the owner of shares to receive\ndividends, and to vote as such owner, and to hold liable for calls and\nassessments a person registered on its books as the owner of shares, and shall\nnot be bound to recognize any equitable or other claim to or interest in such\nshare or shares on the part of any other person, whether or not it shall have\nexpress or other notice thereof, except as otherwise provided by the laws of\nDelaware. \n                                  ARTICLE VII\n\n                               GENERAL PROVISIONS\n\n     Section 1. Dividends upon the capital stock of the corporation, subject to\nthe provisions of the certificate of incorporation, if any, may be declared by\nthe Board of Directors at any regular or special meeting, pursuant to law.\nDividends may be paid in \n\n\n\n                                       20\n\n\ncash, in property, or in shares of the capital stock, subject to the provisions\nof the certificate of incorporation.\n\n     Section 2. Before payment of any dividend, there may be set aside out of\nany funds of the corporation available for dividends such sum or sums as the\ndirectors from time to time, in their absolute discretion, think proper as a\nreserve or reserves to meet contingencies, or for equalizing dividends, or for\nrepairing or maintaining any property of the corporation, or for such other\npurpose as the directors shall think conducive to the interest of the\ncorporation, and the directors may modify or abolish any such reserve in the\nmanner in which it was created.\n\n     Section 3. All checks or demands for money and notes of the corporation\nshall be signed by such officer or officers or such other person or persons as\nthe Board of Directors may from time to time designate.\n\n     Section 4. The fiscal year of the corporation shall be fixed by resolution\nof 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 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     Section 6. The corporation shall indemnify to the full extent permitted by,\nand in the manner permissible under, the laws of the State of Delaware any\nperson made, or threatened to be made, a party to an action or proceeding,\nwhether criminal, civil, administrative or investigative, by reason of the fact\nthat he, his testator or intestate is or was a director of the corporation or\nany predecessor of the corporation, or served any \n\n\n                                       21\n\n\nother enterprise as a director or officer at the request of the corporation or\nany predecessor of the corporation.\n\n     Section 7. Expenses incurred by a director of the corporation in defending\na civil or criminal action, suit or proceeding by reason of the fact that he is\nor was a director of the corporation (or was serving at the corporation's\nrequest as a director or officer of another enterprise or corporation) shall be\npaid by the corporation in advance of the final disposition of such action, suit\nor proceeding upon receipt of an undertaking by or on behalf of such director to\nrepay such amount if it shall ultimately be determined that he is not entitled\nto be indemnified by the corporation as authorized by relevant sections of the\nGeneral Corporation Law of Delaware.\n\n     Section 8. Article VII, Sections 6 and 7 shall be deemed to be a contract\nbetween the corporation and each director who serves in such capacity at any\ntime while this Bylaw is in effect, and any repeal or modification thereof shall\nnot affect any rights or obligations then existing with respect to any state of\nfacts then or theretofore existing or any action, suit or proceeding theretofore\nor thereafter brought based in whole or in part upon any such state of facts.\n\n     Section 9. The Board of Directors in its discretion shall have power on\nbehalf of the corporation to indemnify any person, other than a director, made a\nparty to any action, suit or proceeding by reason of the fact that he, his\ntestator or intestate is or was an officer or employee of the corporation.\n\n     Section 10. The foregoing rights of indemnification shall not be deemed\nexclusive of any other rights to which any director or officer may be entitled\napart from the provisions of Article VII, Sections 6, 7, 8, 9 and this Section\n10. \n\n                                       22\n\n\n                                  ARTICLE VIII\n\n                                   AMENDMENTS\n\n     Section 1. These Bylaws may be altered, amended or repealed or new Bylaws\nmay be adopted by the stockholders or by the Board of Directors, when such power\nis conferred upon the Board of Directors by the certificate of incorporation, at\nany regular meeting of the stockholders or of the Board of Directors or at any\nspecial meeting of the stockholders or of the Board of Directors if notice of\nsuch alteration, amendment, repeal or adoption of new Bylaws be contained in the\nnotice of such special meeting. If the power to adopt, amend or repeal Bylaws is\nconferred upon the Board of Directors by the certificate of incorporation, it\nshall not divest or limit the power of the stockholders to adopt, amend or\nrepeal Bylaws.\n\n     Section 2. Notwithstanding any other provision in these Bylaws, Sections 5,\n12, 13, and 14 of Article II of these Bylaws and this Section 2 shall not be\namended, modified or repealed, directly or indirectly except by (i) the\naffirmative vote of two-thirds (2\/3) or more of the Continuing Directors\n(\"Continuing Director\" shall mean any person then serving as a director of this\ncorporation (i) who was a member of the Board of Directors of this corporation\non October 24, 1991, or (ii) who becomes a director after October 24, 1991 and\nwhose election, or nomination for election by this corporation's stockholders,\nwas approved by a majority of the directors who at that time are Continuing\nDirectors, either by a specific vote or by approval of the proxy statement\nissued by this corporation on behalf of the Board of Directors in which such\nperson is named as nominee for director) and the approval of the stockholders\notherwise required by applicable law or these Bylaws for such amendment; or (ii)\nthe affirmative vote of the holders of a majority of the capital stock entitled\nto vote.\n\n\n                                       23\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-41512","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\/41512","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=41512"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41512"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41512"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41512"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}