{"id":41541,"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-macromedia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-macromedia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-macromedia-inc.html","title":{"rendered":"Bylaws – Macromedia Inc."},"content":{"rendered":"\n AMENDED AND RESTATED BYLAWS\n\n OF\n\n MACROMEDIA, INC.\n\n (a Delaware corporation)\n\n As Adopted May 3, 2001\n\n ARTICLE I\n\n STOCKHOLDERS\n\n Section 1.1: Annual Meetings. Unless directors are elected by written\nconsent in lieu of an annual meeting as permitted by Section 211 of the Delaware\nGeneral Corporation Law, an annual meeting of stockholders shall be held for the\nelection of directors at such date and time as the Board of Directors shall each\nyear fix. The meeting may be held either at a place, within or without the State\nof Delaware, or by means of remote communication as the Board of Directors in\nits sole discretion may determine. Any other proper business may be transacted\nat the annual meeting.\n\n Section 1.2: Special Meetings. Special meetings of stockholders for any\npurpose or purposes may be called at any time by the Board of Directors, and\nshall be called upon the request of the Chairperson of the Board of Directors,\nthe Chief Executive Officer, the President, or by a majority of the members of\nthe Board of Directors. Special meetings may not be called by any other person\nor persons. The special meeting may be held either at a place, within or without\nthe State of Delaware, or by means of remote communication as the Board if\nDirectors in its sole discretion may determine.\n\n Section 1.3: Notice of Meetings. Notice of all meetings of stockholders\nshall be given in writing or by electronic transmission in the manner provided\nby law (including, without limitation, as set forth in Section 7.1(b) of these\nBylaws) stating the date, time and place, if any, of the meeting and, in the\ncase of a special meeting, the purpose or purposes for which the meeting is\ncalled. Unless otherwise required by applicable law or the Certificate of\nIncorporation of the Corporation, such notice shall be given not less than ten\n(10) nor more than sixty (60) days before the date of the meeting to each\nstockholder of record entitled to vote at such meeting. If notice of a meeting\nof stockholders has been given, the Board of Directors may advance or postpone\nthe date of such meeting, not less than ten (10) nor more than sixty (60) days\nnotice before the date of the advanced or postponed meeting to each stockholder\nof record entitled to vote at such meeting.\n\n Section 1.4: Adjournments. The chair of any meeting of stockholders\nshall determine the order of business and the procedure at the meeting,\nincluding such regulation of the manner of voting and the conduct of discussion\nas seems to him or her to be in order. The chair shall have the power to adjourn\nthe meeting to another time, date and place (if any). Any meeting of\nstockholders may adjourn from time to time, and notice need not be given of any\nsuch adjourned meeting if the time, date and place (if any) thereof are\nannounced at the meeting at which the adjournment is taken; provided, however,\nthat 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, then a\n\n\n 2\n\nnotice of the adjourned meeting shall be given to each stockholder of record\nentitled to vote at the meeting. At the adjourned meeting the Corporation may\ntransact any business that might have been transacted at the original meeting.\n\n Section 1.5: Quorum. At each meeting of stockholders the holders of a\nmajority of the shares of stock entitled to vote at the meeting, present in\nperson or represented by proxy, shall constitute a quorum for the transaction of\nbusiness, except if otherwise required by applicable law. If a quorum shall fail\nto attend any meeting, the chairperson of the meeting or the holders of a\nmajority of the shares entitled to vote who are present, in person or by proxy,\nat the meeting may adjourn the meeting. Shares of the Corporation's stock\nbelonging to the Corporation (or to another corporation, if a majority of the\nshares entitled to vote in the election of directors of such other corporation\nare held, directly or indirectly, by the Corporation), shall neither be entitled\nto vote nor be counted for quorum purposes; provided, however, that the\nforegoing shall not limit the right of the Corporation or any other corporation\nto vote any shares of the Corporation's stock held by it in a fiduciary capacity\nand to count such shares for purposes of determining a quorum.\n\n Section 1.6: Organization. Meetings of stockholders shall be presided\nover by such person as the Board of Directors may designate, or, in the absence\nof such a person, the Chairperson of the Board of Directors, or, in the absence\nof such person, the Chief Executive Officer of the Corporation, or, in the\nabsence of such person, the President of the Corporation, or, in the absence of\nsuch person, such person as may be chosen by the holders of a majority of the\nshares entitled to vote who are present, in person or by proxy, at the meeting.\nSuch person shall be chairperson of the meeting and, subject to Section 1.11\nhereof, shall determine the order of business and the procedure at the meeting,\nincluding such regulation of the manner of voting and the conduct of discussion\nas seems to him or her to be in order. The Secretary of the Corporation shall\nact as secretary of the meeting, but in such person's absence the chairperson of\nthe meeting may appoint any person to act as secretary of the meeting.\n\n Section 1.7: Voting; Proxies. Unless otherwise provided by law or the\nCertificate of Incorporation, and subject to the provisions of Section 1.8 of\nthese Bylaws, each stockholder shall be entitled to one (1) vote for each share\nof stock held by such stockholder. Each stockholder entitled to vote at a\nmeeting of stockholders, or to take corporate action by written consent without\na meeting, may authorize another person or persons to act for such stockholder\nby proxy. Such a proxy may be prepared, transmitted and delivered in any manner\npermitted by applicable law. Voting at meetings of stockholders need not be by\nwritten ballot unless such is demanded at the meeting before voting begins by a\nstockholder or stockholders holding shares representing at least one percent\n(1%) of the votes entitled to vote at such meeting, or by such stockholder's or\nstockholders' proxy; provided, however, that an election of directors shall be\nby written ballot if demand is so made by any stockholder at the meeting before\nvoting begins. If a vote is to be taken by written ballot, then each such ballot\nshall state the name of the stockholder or proxy voting and such other\ninformation as the chairperson of the meeting deems appropriate and, if\nauthorized by the Board of Directors, the ballot may be submitted by electronic\ntransmission in the manner provided by law. Directors shall be elected by a\nplurality of the votes of the shares present in person or represented by proxy\nat the meeting and entitled to vote on the election of directors. Unless\notherwise provided by applicable law, the Certificate of Incorporation or these\nBylaws, every matter other than the election of directors shall be decided by\nthe affirmative vote of the holders of a majority of the shares of stock\nentitled to vote thereon that are present in person or represented by proxy at\nthe meeting and are voted for or against the matter.\n\n\n 2\n 3\n\n Section 1.8: Fixing Date for Determination of Stockholders of Record.\n\n (a) Generally. In order that the Corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or to take corporate action by written consent without\na meeting, or entitled to receive payment of any dividend or other distribution\nor allotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction, the Board of Directors may fix, in advance, a record date, which shall\nnot precede the date upon which the resolution fixing the record date is adopted\nby the Board of Directors and which shall not be more than sixty (60) nor less\nthan ten (10) days before the date of such meeting, nor more than sixty (60)\ndays prior to any other action. If no record date is fixed by the Board of\nDirectors, then the record date shall be as provided by applicable law. 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 (b) Stockholder Request for Action by Written Consent. Any stockholder\nof record seeking to have the stockholders authorize or take corporate action by\nwritten consent without a meeting shall, by written notice to the Secretary of\nthe Corporation, request the Board of Directors to fix a record date for such\nconsent. Such request shall include a brief description of the action proposed\nto be taken. The Board of Directors shall, within ten (10) days after the date\non which such a request is received, adopt a resolution fixing the record date.\nSuch record date shall not precede the date upon which the resolution fixing the\nrecord date is adopted by the Board of Directors, and shall not be more than ten\n(10) days after the date upon which the resolution fixing the record date is\nadopted by the Board of Directors. If no record date has been fixed by the Board\nof Directors within ten (10) days after the date on which such a request is\nreceived, then the record date for determining stockholders entitled to consent\nto corporate action in writing without a meeting, when no prior action by the\nBoard of Directors is required by applicable law, shall be the first date on\nwhich a signed written consent setting forth the action taken or proposed to be\ntaken is delivered to the Corporation as provided in Section 1.10(b) of these\nBylaws. 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, then the record\ndate for determining stockholders entitled to consent to corporate action in\nwriting without a meeting shall be at the close of business on the date on which\nthe Board of Directors adopts the resolution taking such prior action.\n\n Section 1.9: List of Stockholders Entitled to Vote. A complete list of\nstockholders entitled to vote at any meeting of stockholders, arranged in\nalphabetical order and showing the address of each stockholder and the number of\nshares registered in the name of each stockholder, shall be open to the\nexamination of any stockholder, for any purpose germane to the meeting, during\nordinary business hours, for a period of at least ten (10) days prior to the\nmeeting, either on a reasonably accessible electronic network as permitted by\nlaw (provided that the information required to gain access to the list is\nprovided with the notice of the meeting) or during ordinary business hours at\nthe principal place of business of the Corporation. If the meeting is held at a\nplace, the list shall also be produced and kept at the time and place of the\nmeeting during the whole time thereof and may be inspected by any stockholder\nwho is present at the meeting. If the meeting is held solely by means of remote\ncommunication, then the list shall be open to the examination of any stockholder\nduring the whole time of the meeting on a reasonably accessible\n\n\n 3\n 4\n\nelectronic network, and the information required to access the list shall be\nprovided with the notice of the meeting.\n\n Section 1.10: Action by Written Consent of Stockholders.\n\n (a) Procedure. Unless otherwise provided by the Certificate of\nIncorporation, and except as set forth in Section 1.8(b) above, any action\nrequired or permitted to be taken at any annual or special meeting of the\nstockholders may be taken without a meeting, without prior notice and without a\nvote, if a consent or consents in writing, setting forth the action so taken,\nshall be signed in the manner permitted by law by the holders of outstanding\nstock having not less than the number of votes that would be necessary to\nauthorize or take such action at a meeting at which all shares entitled to vote\nthereon were present and voted. Written stockholder consents shall bear the date\nof signature of each stockholder who signs the consent in the manner permitted\nby law and shall be delivered to the Corporation as provided in subsection (b)\nbelow. No written consent shall be effective to take the action set forth\ntherein unless, within sixty (60) days of the earliest dated consent delivered\nto the Corporation in the manner provided above, written consents signed by a\nsufficient number of stockholders to take the action set forth therein are\ndelivered to the Corporation in the manner provided above.\n\n (b) A telegram, cablegram or other electronic transmission consenting\nto an action to be taken and transmitted by a stockholder or proxyholder, or a\nperson or persons authorized to act for a stockholder or proxyholder, shall be\ndeemed to be written, signed and dated for the purposes of this section,\nprovided that any such telegram, cablegram or other electronic transmission sets\nforth or is delivered with information from which the Corporation can determine\n(i) that the telegram, cablegram or other electronic transmission was\ntransmitted by the stockholder or proxyholder or by a person or persons\nauthorized to act for the stockholder or proxyholder and (ii) the date on which\nsuch stockholder or proxyholder or authorized person or persons transmitted such\ntelegram, cablegram or electronic transmission. The date on which such telegram,\ncablegram or electronic transmission is transmitted shall be deemed to be the\ndate on which such consent was signed. No consent given by telegram, cablegram\nor other electronic transmission shall be deemed to have been delivered until\nsuch consent is reproduced in paper form and until such paper form shall be\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 meetings of\nstockholders are recorded. Delivery made to a Corporation's registered office\nshall be made by hand or by certified or registered mail, return receipt\nrequested. Notwithstanding the foregoing limitations on delivery, consents given\nby telegram, cablegram or other electronic transmission may be otherwise\ndelivered to the principal place of business of the Corporation or to an officer\nor agent of the Corporation having custody of the book in which proceedings of\nmeetings of stockholders are recorded if, to the extent and in the manner\nprovided by resolution of the Board of Directors of the Corporation.\n\n (c) Notice of Consent. Prompt notice of the taking of corporate action\nby stockholders without a meeting by less than unanimous written consent of the\nstockholders shall be given to those stockholders who have not consented thereto\nin writing and who, if the action had been taken at a meeting, would have been\nentitled to notice of the meeting if the record date for such meeting had been\nthe date that written consents signed by a sufficient number of holders to take\nthe action were delivered to the Corporation as required by law. In the case of\na Certificate Action (as defined below), if the Delaware General Corporation Law\nso requires,\n\n 4\n 5\n\nsuch notice shall be given prior to filing of the certificate in question. If\nthe action which is consented to requires the filing of a certificate under the\nDelaware General Corporation Law (a \"CERTIFICATE ACTION\"), then if the Delaware\nGeneral Corporation Law so requires, the certificate so filed shall state that\nwritten stockholder consent has been given in accordance with Section 228 of the\nDelaware General Corporation Law and that written notice of the taking of\ncorporate action by stockholders without a meeting as described herein has been\ngiven as provided in such section.\n\n Section 1.11: Inspectors of Elections.\n\n (a) Applicability. Unless otherwise provided in the Corporation's\nCertificate of Incorporation or required by the Delaware General Corporation\nLaw, the following provisions of this Section 1.11 shall apply only if and when\nthe Corporation has a class of voting stock that is: (i) listed on a national\nsecurities exchange; (ii) authorized for quotation on an automated interdealer\nquotation system of a registered national securities association; or (iii) held\nof record by more than 2,000 stockholders; in all other cases, observance of the\nprovisions of this Section 1.11 shall be optional, and at the discretion of the\nCorporation.\n\n (b) Appointment. The Corporation shall, in advance of any meeting of\nstockholders, appoint one or more inspectors of election to act at the meeting\nand make a written report thereof. The Corporation may designate one or more\npersons as alternate inspectors to replace any inspector who fails to act. If no\ninspector or alternate is able to act at a meeting of stockholders, the person\npresiding at the meeting shall appoint one or more inspectors to act at the\nmeeting.\n\n (c) Inspector's Oath. Each inspector of election, before entering upon\nthe discharge of his duties, shall take and sign an oath faithfully to execute\nthe duties of inspector with strict impartiality and according to the best of\nsuch inspector's ability.\n\n (d) Duties of Inspectors. At a meeting of stockholders, the inspectors\nof election shall (i) ascertain the number of shares outstanding and the voting\npower of each share, (ii) determine the shares represented at a meeting and the\nvalidity of proxies and ballots, (iii) count all votes and ballots, (iv)\ndetermine and retain for a reasonable period of time a record of the disposition\nof any challenges made to any determination by the inspectors, and (v) certify\ntheir determination of the number of shares represented at the meeting, and\ntheir count of all votes and ballots. The inspectors may appoint or retain other\npersons or entities to assist the inspectors in the performance of the duties of\nthe inspectors.\n\n (e) Opening and Closing of Polls. The date and time of the opening and\nthe closing of the polls for each matter upon which the stockholders will vote\nat a meeting shall be announced by the chairperson of the meeting. No ballot,\nproxies or votes, nor any revocations thereof or changes thereto, shall be\naccepted by the inspectors after the closing of the polls unless the Court of\nChancery upon application by a stockholder shall determine otherwise.\n\n (f) Determinations. In determining the validity and counting of proxies\nand ballots, the inspectors shall be limited to an examination of the proxies,\nany envelopes submitted with those proxies, any information provided in\nconnection with proxies in accordance with Section 212(c)(2) of the Delaware\nGeneral Corporation Law, ballots and the regular books and records of the\nCorporation, except that the inspectors may consider other reliable information\nfor the\n\n\n 5\n 6\n\nlimited purpose of reconciling proxies and ballots submitted by or on behalf of\nbanks, brokers, their nominees or similar persons which represent more votes\nthan the holder of a proxy is authorized by the record owner to cast or more\nvotes than the stockholder holds of record. If the inspectors consider other\nreliable information for the limited purpose permitted herein, the inspectors at\nthe time they make their certification of their determinations pursuant to this\nSection 1.11 shall specify the precise information considered by them, including\nthe person or persons from whom they obtained the information, when the\ninformation was obtained, the means by which the information was obtained and\nthe basis for the inspectors' belief that such information is accurate and\nreliable.\n\n Section 1.12: Notice of Stockholder Business; Nominations.\n\n (a) Annual Meeting of Stockholders.\n\n (i) Nominations of persons for election to the Board of\nDirectors and the proposal of business to be considered by the stockholders\nshall be made at an annual meeting of stockholders (A) pursuant to the\nCorporation's notice of such meeting, (B) by or at the direction of the Board of\nDirectors or (C) by any stockholder of the Corporation who was a stockholder of\nrecord at the time of giving of the notice provided for in this Section 1.12,\nwho is entitled to vote at such meeting and who complies with the notice\nprocedures set forth in this Section 1.12.\n\n (ii) For nominations or other business to be properly brought\nbefore an annual meeting by a stockholder pursuant to clause (C) of subparagraph\n(a)(i) of this Section 1.12, the stockholder must have given timely notice\nthereof in writing to the Secretary of the Corporation and such other business\nmust otherwise be a proper matter for stockholder action. To be timely, a\nstockholder's notice must be delivered to the Secretary at the principal\nexecutive offices of the Corporation not later than the close of business on the\nseventy-fifth (75th) day nor earlier than the close of business on the one\nhundred and fifth (105th) day prior to the first anniversary of the preceding\nyear's annual meeting (except in the case of the annual meeting in 2001, for\nwhich such notice shall be timely if delivered in the same time period as if\nsuch meeting were a special meeting governed by subparagraph (b) of this Section\n1.12); provided, however, that in the event that the date of the annual meeting\nis more than thirty (30) days before or more than sixty (60) days after such\nanniversary date, notice by the stockholder to be timely must be so delivered\nnot earlier than the close of business on the one hundred and fifth (105th) day\nprior to such annual meeting and not later than the close of business on the\nlater of the seventy-fifth (75th)) day prior to such annual meeting or the close\nof business on the tenth (10th) day following the day on which public\nannouncement of the date of such meeting is first made by the Corporation. Such\nstockholder's notice shall set forth: (a) as to each person whom the stockholder\nproposes to nominate for election or reelection as a director all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(the \"EXCHANGE ACT\"), including such person's written consent to being named in\nthe proxy statement as a nominee and to serving as a director if elected; (b) as\nto any other business that the stockholder proposes to bring before the meeting,\na brief description of the business desired to be brought before the meeting,\nthe reasons for conducting such business at the meeting and any material\ninterest in such business of such stockholder and the beneficial owner, if any,\non whose behalf the proposal is made; and (c) as to the stockholder giving the\nnotice and the beneficial owner, if any, on whose behalf the nomination or\nproposal is made (1) the name and address of such stockholder, as they appear on\nthe Corporation's books, and of such beneficial\n\n\n 6\n 7\n\nowner, and (2) the class and number of shares of the Corporation that are owned\nbeneficially and held of record by such stockholder and such beneficial owner.\n\n (iii) Notwithstanding anything in the second sentence of\nsubparagraph (a)(ii) of this Section 1.12 to the contrary, in the event that the\nnumber of directors to be elected to the Board of Directors of the Corporation\nis increased and there is no public announcement by the Corporation naming all\nof the nominees for director or specifying the size of the increased board of\ndirectors at least seventy-five (75) days prior to the first anniversary of the\npreceding year's annual meeting (or, if the annual meeting is held more than\nthirty (30) days before or sixty (60) days after such anniversary date, at least\nseventy-five (75) days prior to such annual meeting), a stockholder's notice\nrequired by this Section 1.12 shall also be considered timely, but only with\nrespect to nominees for any new positions created by such increase, if it shall\nbe delivered to the Secretary of the Corporation at the principal executive\noffice of the Corporation not later than the close of business on the tenth\n(10th) day following the day on which such public announcement is first made by\nthe Corporation.\n\n (b) Special Meetings of Stockholders. Only such business shall be\nconducted at a special meeting of stockholders as shall have been brought before\nthe meeting pursuant to the Corporation's notice of such meeting. Nominations of\npersons for election to the Board of Directors may be made at a special meeting\nof stockholders at which directors are to be elected pursuant to the\nCorporation's notice of such meeting (i) by or at the direction of the Board of\nDirectors or (ii) provided that the Board of Directors has determined that\ndirectors shall be elected at such meeting, by any stockholder of the\nCorporation who is a stockholder of record at the time of giving of notice of\nthe special meeting, who shall be entitled to vote at the meeting and who\ncomplies with the notice procedures set forth in this Section 1.12. In the event\nthe Corporation calls a special meeting of stockholders for the purpose of\nelecting one or more directors to the Board of Directors, any such stockholder\nmay nominate a person or persons (as the case may be), for election to such\nposition(s) as specified in the Corporation's notice of meeting, if the\nstockholder's notice required by subparagraph (a)(ii) of this Section 1.12 shall\nbe delivered to the Secretary of the Corporation at the principal executive\noffices of the Corporation not earlier than the one hundred fifth (105th) day\nprior to such special meeting and not later than the close of business on the\nlater of the seventy-fifth (75th) day prior to such special meeting or the tenth\n(10th) day following the day on which public announcement is first made of the\ndate of the special meeting and of the nominees proposed by the Board of\nDirectors to be elected at such meeting.\n\n (c) General.\n\n (i) Only such persons who are nominated in accordance with the\nprocedures set forth in this Section 1.12 shall be eligible to serve as\ndirectors and only such business shall be conducted at a meeting of stockholders\nas shall have been brought before the meeting in accordance with the procedures\nset forth in this Section 1.12. Except as otherwise provided by law or these\nBylaws, the chairperson of the meeting shall have the power and duty to\ndetermine whether a nomination or any business proposed to be brought before the\nmeeting was made or proposed, as the case may be, in accordance with the\nprocedures set forth in this Section 1.12 and, if any proposed nomination or\nbusiness is not in compliance herewith, to declare that such defective proposal\nor nomination shall be disregarded.\n\n\n 7\n 8\n\n (ii) For purposes of this Section 1.12, the term \"PUBLIC\nANNOUNCEMENT\" shall mean disclosure in a press release reported by the Dow Jones\nNews Service, Associated Press or comparable national news service or in a\ndocument publicly filed by the Corporation with the Securities and Exchange\nCommission pursuant to section 13, 14 or 15(d) of the Exchange Act.\n\n (iii) Notwithstanding the foregoing provisions of this Section\n1.12, a stockholder shall also comply with all applicable requirements of the\nExchange Act and the rules and regulations thereunder with respect to the\nmatters set forth herein. Nothing in this Section 1.12 shall be deemed to affect\nany rights of stockholders to request inclusion of proposals in the\nCorporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.\n\n ARTICLE II\n\n BOARD OF DIRECTORS\n\n Section 2.1: Number; Qualifications. The Board of Directors shall\nconsist of one or more members. The number of directors shall be fixed from time\nto time by resolution of the Board of Directors. No decrease in the authorized\nnumber of directors constituting the Board of Directors shall shorten the term\nof any incumbent director. Directors need not be stockholders of the\nCorporation.\n\n Section 2.2: Election; Resignation; Removal; Vacancies. Each director\nshall hold office until the next annual meeting of stockholders and until such\ndirector's successor is elected and qualified, or until such director's earlier\ndeath, resignation or removal. Any director may resign at any time upon notice\nto the Corporation given in writing or by electronic transmission. Subject to\nthe rights of the holders of any series of Preferred Stock, any director or the\nentire Board of Directors may be removed with or without cause, by the holders\nof a majority of the shares then entitled to vote at an election of directors.\nSubject to the rights of the holders of any series of Preferred Stock, any\nvacancy occurring in the Board of Directors for any cause, and any newly created\ndirectorship resulting from any increase in the authorized number of directors,\nshall, unless otherwise provided by law, be filled only by the affirmative vote\nof a majority of the directors then in office, although less than a quorum, or\nby a sole remaining director, and not by the stockholders.\n\n Section 2.3: Regular Meetings. Regular meetings of the Board of\nDirectors may be held at such places, within or without the State of Delaware,\nand at such times as the Board of Directors may from time to time determine.\nNotice of regular meetings need not be given if the date, times and places\nthereof are fixed by resolution of the Board of Directors.\n\n Section 2.4: Special Meetings. Special meetings of the Board of\nDirectors may be called by the Chairperson of the Board of Directors, the\nPresident or a majority of the members of the Board of Directors then in office\nand may be held at any time, date or place, within or without the State of\nDelaware, as the person or persons calling the meeting shall fix. Notice of the\ntime, date and place of such meeting shall be given, orally, in writing or by\nelectronic transmission (including electronic mail), by the person or persons\ncalling the meeting to all directors at least four (4) days before the meeting\nif the notice is mailed, or at least twenty-four (24) hours before the meeting\nif such notice is given by telephone, hand delivery, telegram, telex, mailgram,\nfacsimile, electronic mail or other means of electronic transmission. Unless\notherwise indicated in the notice, any and all business may be transacted at a\nspecial meeting.\n\n\n 8\n 9\n\n\n Section 2.5: Remote Meetings Permitted. Members of the Board of\nDirectors, or any committee of the Board, may participate in a meeting of the\nBoard or such committee by means of conference telephone or other communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and participation in a meeting pursuant to conference telephone or\nother communications equipment shall constitute presence in person at such\nmeeting.\n\n Section 2.6: Quorum; Vote Required for Action. At all meetings of the\nBoard of Directors a majority of the total number of authorized directors shall\nconstitute a quorum for the transaction of business. Except as otherwise\nprovided herein or in the Certificate of Incorporation, or required by law, the\nvote of a majority of the directors present at a meeting at which a quorum is\npresent shall be the act of the Board of Directors.\n\n Section 2.7: Organization. Meetings of the Board of Directors shall be\npresided over by the Chairperson of the Board of Directors, or in such person's\nabsence by the President, or in such person's absence by a chairperson chosen at\nthe meeting. The Secretary shall act as secretary of the meeting, but in such\nperson's absence the chairperson of the meeting may appoint any person to act as\nsecretary of the meeting.\n\n Section 2.8: Written Action by Directors. Any action required or\npermitted to be taken at any meeting of the Board of Directors, or of any\ncommittee thereof, may be taken without a meeting if all members of the Board or\nsuch committee, as the case may be, consent thereto in writing or by electronic\ntransmission, and the writing or writings or electronic transmission or\ntransmissions are filed with the minutes of proceedings of the Board or\ncommittee, respectively. Such filing shall be in paper form if the minutes are\nmaintained in paper form and shall be in electronic form if the minutes are\nmaintained in electronic form.\n\n Section 2.9: Powers. The Board of Directors may, except as otherwise\nrequired by law or the Certificate of Incorporation, exercise all such powers\nand do all such acts and things as may be exercised or done by the Corporation.\n\n Section 2.10: Compensation of Directors. Directors, as such, may\nreceive, pursuant to a resolution of the Board of Directors, fees and other\ncompensation for their services as directors, including without limitation their\nservices as members of committees of the Board of Directors.\n\n ARTICLE III\n\n COMMITTEES\n\n Section 3.1: Committees. The Board of Directors may designate one or\nmore committees, each committee to consist of one or more of the directors of\nthe Corporation. The Board of Directors may designate one or more directors as\nalternate members of any committee, who may replace any absent or disqualified\nmember at any meeting of the committee. In the absence or disqualification of a\nmember of the committee, the member or members thereof present at any meeting of\nsuch committee who are not disqualified from voting, whether or not such member\nor members constitute a quorum, may unanimously appoint another member of the\nBoard of Directors to act at the meeting in place of any such absent or\ndisqualified member. Any such committee, to the extent provided in a resolution\nof the Board of Directors, shall have and may exercise all the powers and\nauthority of the Board of Directors in the management of the business and\naffairs of the Corporation and may authorize the seal of the Corporation to be\n\n\n 9\n 10\n\naffixed to all papers that may require it; but no such committee shall have the\npower or authority in reference to the following matters: (i) approving or\nadopting, or recommending to the stockholders, any action or matter expressly\nrequired by the Delaware General Corporation Law to be submitted to stockholders\nfor approval or (ii) adopting, amending or repealing any bylaw of the\nCorporation.\n\n Section 3.2: Committee Rules. Unless the Board of Directors otherwise\nprovides, each committee designated by the Board of Directors may make, alter\nand repeal rules for the conduct of its business. In the absence of such rules\neach committee shall conduct its business in the same manner as the Board of\nDirectors conducts its business pursuant to Article II of these Bylaws.\n\n ARTICLE IV\n\n OFFICERS\n\n Section 4.1: Generally. The officers of the Corporation shall consist\nof a Chief Executive Officer and\/or a President, one or more Vice Presidents, a\nSecretary, a Treasurer and such other officers, including a Chairperson of the\nBoard of Directors and\/or Chief Financial Officer, as may from time to time be\nappointed by the Board of Directors. All officers shall be elected by the Board\nof Directors; provided, however, that the Board of Directors may empower the\nChief Executive Officer of the Corporation to appoint officers other than the\nChairperson of the Board, the Chief Executive Officer, the President, the Chief\nFinancial Officer or the Treasurer. Each officer shall hold office until such\nperson's successor is elected and qualified or until such person's earlier\nresignation or removal. Any number of offices may be held by the same person.\nAny officer may resign at any time upon written notice to the Corporation. Any\nvacancy occurring in any office of the Corporation by death, resignation,\nremoval or otherwise may be filled by the Board of Directors.\n\n Section 4.2: Chief Executive Officer. Subject to the control of the\nBoard of Directors and such supervisory powers, if any, as may be given by the\nBoard of Directors, the powers and duties of the Chief Executive Officer of the\nCorporation are:\n\n (a) To act as the general manager and, subject to the control of the\nBoard of Directors, to have general supervision, direction and control of the\nbusiness and affairs of the Corporation;\n\n (b) To preside at all meetings of the stockholders;\n\n (c) To call meetings of the stockholders to be held at such times and,\nsubject to the limitations prescribed by law or by these Bylaws, at such places\nas he or she shall deem proper; and\n\n (d) To affix the signature of the Corporation to all deeds,\nconveyances, mortgages, guarantees, leases, obligations, bonds, certificates and\nother papers and instruments in writing which have been authorized by the Board\nof Directors or which, in the judgment of the Chief Executive Officer, should be\nexecuted on behalf of the Corporation; to sign certificates for shares of stock\nof the Corporation; and, subject to the direction of the Board of Directors, to\nhave general charge of the property of the Corporation and to supervise and\ncontrol all officers, agents and employees of the Corporation.\n\n\n 10\n 11\n\n The President shall be the Chief Executive Officer of the\nCorporation unless the Board of Directors shall designate another officer to be\nthe Chief Executive Officer. If there is no President, and the Board of\nDirectors has not designated any other officer to be the Chief Executive\nOfficer, then the Chairperson of the Board of Directors shall be the Chief\nExecutive Officer.\n\n Section 4.3: Chairperson of the Board. The Chairperson of the Board of\nDirectors shall have the power to preside at all meetings of the Board of\nDirectors and shall have such other powers and duties as provided in these\nBylaws and as the Board of Directors may from time to time prescribe.\n\n Section 4.4: President. The President shall be the Chief Executive\nOfficer of the Corporation unless the Board of Directors shall have designated\nanother officer as the Chief Executive Officer of the Corporation. Subject to\nthe provisions of these Bylaws and to the direction of the Board of Directors,\nand subject to the supervisory powers of the Chief Executive Officer (if the\nChief Executive Officer is an officer other than the President), and subject to\nsuch supervisory powers and authority as may be given by the Board of Directors\nto the Chairperson of the Board of Directors, and\/or to any other officer, the\nPresident shall have the responsibility for the general management the control\nof the business and affairs of the Corporation and the general supervision and\ndirection of all of the officers, employees and agents of the Corporation (other\nthan the Chief Executive Officer, if the Chief Executive Officer is an officer\nother than the President) and shall perform all duties and have all powers that\nare commonly incident to the office of President or that are delegated to the\nPresident by the Board of Directors.\n\n Section 4.5: Vice President. Each Vice President shall have all such\npowers and duties as are commonly incident to the office of Vice President, or\nthat are delegated to him or her by the Board of Directors or the Chief\nExecutive Officer. A Vice President may be designated by the Board to perform\nthe duties and exercise the powers of the Chief Executive Officer in the event\nof the Chief Executive Officer's absence or disability.\n\n Section 4.6: Chief Financial Officer. The Chief Financial Officer shall\nbe the Treasurer of the Corporation unless the Board of Directors shall have\ndesignated another officer as the Treasurer of the Corporation. Subject to the\ndirection of the Board of Directors and the Chief Executive Officer, the Chief\nFinancial Officer shall perform all duties and have all powers that are commonly\nincident to the office of Chief Financial Officer.\n\n Section 4.7: Treasurer. The Treasurer shall have custody of all monies\nand securities of the Corporation. The Treasurer shall make such disbursements\nof the funds of the Corporation as are authorized and shall render from time to\ntime an account of all such transactions. The Treasurer shall also perform such\nother duties and have such other powers as are commonly incident to the office\nof Treasurer, or as the Board of Directors or the Chief Executive Officer may\nfrom time to time prescribe.\n\n Section 4.8: Secretary. The Secretary shall issue or cause to be issued\nall authorized notices for, and shall keep, or cause to be kept, minutes of all\nmeetings of the stockholders and the Board of Directors. The Secretary shall\nhave charge of the corporate minute books and similar records and shall perform\nsuch other duties and have such other powers as are commonly incident to the\noffice of Secretary, or as the Board of Directors or the Chief Executive Officer\nmay from time to time prescribe.\n\n\n 11\n 12\n\n Section 4.9: Delegation of Authority. The Board of Directors may from\ntime to time delegate the powers or duties of any officer to any other officers\nor agents, notwithstanding any provision hereof.\n\n Section 4.10: Removal. Any officer of the Corporation shall serve at\nthe pleasure of the Board of Directors and may be removed at any time, with or\nwithout cause, by the Board of Directors. Such removal shall be without\nprejudice to the contractual rights of such officer, if any, with the\nCorporation.\n\n ARTICLE V\n\n STOCK\n\n Section 5.1: Certificates. Every holder of stock shall be entitled to\nhave a certificate signed by or in the name of the Corporation by the\nChairperson or Vice-Chairperson of the Board of Directors, or the President or a\nVice President, and by the Treasurer or an Assistant Treasurer, or the Secretary\nor an Assistant Secretary, of the Corporation, certifying the number of shares\nowned by such stockholder in the Corporation. Any or all of the signatures on\nthe certificate may be a facsimile.\n\n Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of\nNew Certificates. The Corporation may issue a new certificate of stock in the\nplace of any certificate previously issued by it, alleged to have been lost,\nstolen or destroyed, and the Corporation may require the owner of the lost,\nstolen or destroyed certificate, or such owner's legal representative, to agree\nto indemnify the Corporation and\/or to give the Corporation a bond sufficient to\nindemnify it, against any claim that may be made against it on account of the\nalleged loss, theft or destruction of any such certificate or the issuance of\nsuch new certificate.\n\n Section 5.3: Other Regulations. The issue, transfer, conversion and\nregistration of stock certificates shall be governed by such other regulations\nas the Board of Directors may establish.\n\n ARTICLE VI\n\n INDEMNIFICATION\n\n Section 6.1 Indemnification of Officers and Directors.\n\n (a) Each person who was or is made a party to, or is threatened to be\nmade a party to, or is involved in any action, suit or proceeding, whether\ncivil, criminal, administrative or investigative (a \"PROCEEDING\"), by reason of\nthe fact that such person (or a person of whom such person is the legal\nrepresentative), is or was a director or officer of the Corporation or a\nReincorporated Predecessor (as defined below) or is or was serving at the\nrequest of the Corporation or a Reincorporated Predecessor (as defined below) as\na director or officer of another corporation, or of a partnership, joint\nventure, trust or other enterprise, including service with respect to employee\nbenefit plans, shall be indemnified and held harmless by the Corporation to the\nfullest extent permitted by the Delaware General Corporation Law, against all\nexpenses, liability and loss (including attorneys' fees, judgments, fines, ERISA\nexcise taxes and penalties and amounts paid or to be paid in settlement)\nreasonably incurred or suffered by such person in connection therewith, provided\nsuch person acted in good faith and in a manner which\n\n\n 12\n 13\n\nthe person reasonably believed to be in or not opposed to the best interests of\nthe Corporation, and, with respect to any criminal action or proceeding, had no\nreasonable cause to believe the person's conduct was unlawful. The termination\nof a Proceeding by judgment, order, settlement, conviction or upon a plea of\nnolo contendere or its equivalent shall not, of itself, create a presumption\nthat the person did not act in good faith and in a manner which he reasonably\nbelieve to be in or not opposed to the best interests of the corporation, and,\nwith respect to any criminal proceeding, that he had reasonable cause to believe\nthat his conduct was unlawful. Such indemnification shall continue as to a\nperson who has ceased to be a director or officer and shall inure to the benefit\nof such person's heirs, executors and administrators. As used herein, the term\n\"REINCORPORATED PREDECESSOR\" means a corporation that is merged with and into\nthe Corporation in a statutory merger where (a) the Corporation is the surviving\ncorporation of such merger; (b) the primary purpose of such merger is to change\nthe corporate domicile of the Reincorporated Predecessor to Delaware.\n\n Section 6.2: Advance of Expenses. The Corporation shall pay all\nexpenses (including attorneys' fees) incurred by such a director or officer in\ndefending any such Proceeding as they are incurred in advance of its final\ndisposition; provided, however, that if the Delaware General Corporation Law\nthen so requires, the payment of such expenses incurred by such a director or\nofficer in advance of the final disposition of such Proceeding shall be made\nonly upon delivery to the Corporation of an undertaking, by or on behalf of such\ndirector or officer, to repay all amounts so advanced if it should be determined\nultimately that such director or officer is not entitled to be indemnified under\nthis Article VI or otherwise. Notwithstanding the provision of this Section 6.2,\nunless otherwise determined as provided in Section 6.3, no advance of expenses\nshall be made by the Corporation where a determination is reasonably and\npromptly made by (a) the Board of Directors (by a majority vote of a quorum\nconsisting of directors who were not parties to the Proceedings), or (b) if such\nquorum of the Board of Directors is not obtainable, or, even if obtainable, a\nquorum of disinterested directors so directs, by independent legal counsel in a\nwritten opinion (the person or persons in clauses (a) or (b), the \"REVIEWING\nPARTY\") that the facts known to the Reviewing Person at the time of his or their\nreview demonstrate clearly and convincingly that the director or officer seeking\nadvance of expenses under this Section 6.2 acted, with regard to matters raised\nin the Proceeding for which advance of expenses is sought, in bad faith or in a\nmanner that such person did not believe to be in or not opposed to the best\ninterests of the Corporation.\n\n Section 6.3: Enforcement. Without the necessity of entering into an\nexpress contract, all rights to indemnification and advances under Article VI\nshall be deemed to be contractual rights and be effective to the same extent and\nas if provided for in a contract between the Corporation and the Director or\nofficer who serves in such capacity at any time and who is entitled to indemnity\nunder this Article VI. Any right to indemnification or advances granted by this\nArticle VI to a Director or officer shall be enforceable by or on behalf of the\nperson holding such right in any court of competent jurisdiction if (i) the\nclaim for indemnification or advances is denied, in whole or in part, or (ii) no\ndisposition of such claim is made within ninety (90) days of request therefor.\nThe claimant in such enforcement action, if successful in whole or in part,\nshall be entitled to be paid also the expense of prosecuting his claim. It shall\nbe a defense to any such action (other than an action brought to enforce a claim\nfor expenses incurred in connection with any proceeding in advance of its final\ndisposition when the required undertaking has been tendered to the Corporation)\nthat the claimant has not met the standards of conduct which make it permissible\nunder the Delaware General Corporation Law for the Corporation to indemnify the\nclaimant for the amount claimed. The claimant in such enforcement action shall\nbear the burden\n\n\n 13\n 14\n\nof proving that the claimant has met the applicable standard conduct set forth\nin the Delaware General Corporation law.\n\n Section 6.4: Non-Exclusivity of Rights. The rights conferred on any\nperson in this Article VI shall not be exclusive of any other right that such\nperson may have or hereafter acquire under any statute, provision of the\nCertificate of Incorporation, Bylaw, agreement, vote or consent of stockholders\nor disinterested directors, or otherwise. Additionally, nothing in this Article\nVI shall limit the ability of the Corporation, in its discretion, to indemnify\nor advance expenses to persons whom the Corporation is not obligated to\nindemnify or advance expenses pursuant to this Article VI.\n\n Section 6.5: Indemnification Contracts; Insurance. The Board of\nDirectors is authorized to cause the Corporation to enter into indemnification\ncontracts with any director, officer, employee or agent of the Corporation, or\nany person serving at the request of the Corporation as a director, officer,\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise, including employee benefit plans, providing indemnification\nrights to such person. Such rights may be greater than those provided in this\nArticle VI. To the fullest extent permitted by the Delaware General Corporation\nLaw, the Corporation, upon approval by the Board of Directors, may purchase\ninsurance on behalf of any person required or permitted to be indemnified\npursuant to this Article VI.\n\n Section 6.6: Effect of Amendment. Any amendment, repeal or modification\nof any provision of this Article VI shall be prospective only, and shall not\nadversely affect any right or protection conferred on a person pursuant to this\nArticle VI and existing at the time of such amendment, repeal or modification.\n\n ARTICLE VII\n\n NOTICES\n\n Section 7.1: Notice. (a) Except as otherwise specifically provided in\nthese Bylaws (including, without limitation, Section 7.1(b) below) or required\nby law, all notices required to be given pursuant to these Bylaws shall be in\nwriting and may in every instance be effectively given by hand delivery\n(including use of a delivery service), by depositing such notice in the mail,\npostage prepaid, or by sending such notice by prepaid telegram, telex, overnight\nexpress courier, mailgram or facsimile. Any such notice shall be addressed to\nthe person to whom notice is to be given at such person's address as it appears\non the records of the Corporation. The notice shall be deemed given (i) in the\ncase of hand delivery, when received by the person to whom notice is to be given\nor by any person accepting such notice on behalf of such person, (ii) in the\ncase of delivery by mail, upon deposit in the mail, (iii) in the case of\ndelivery by overnight express courier, when dispatched, and (iv) in the case of\ndelivery via telegram, telex, mailgram or facsimile, when dispatched.\n\n (b) Without limiting the manner by which notice otherwise may be given\neffectively to stockholders, any notice to stockholders given by the Corporation\nunder any provision of the Delaware General Corporation Law, the Certificate of\nIncorporation, or these Bylaws shall be effective if given by a form of\nelectronic transmission consented to by the stockholder to whom the notice is\ngiven. Any such consent shall be revocable by the stockholder by written notice\nto the Corporation. Any such consent shall be deemed revoked if (i) the\nCorporation is unable to\n\n 14\n 15\n\n\ndeliver by electronic transmission two consecutive notices given by the\nCorporation in accordance with such consent and (ii) such inability becomes\nknown to the Secretary or an Assistant Secretary of the Corporation or to the\ntransfer agent, or other person responsible for the giving of notice; provided,\nhowever, the inadvertent failure to treat such inability as a revocation shall\nnot invalidate any meeting or other action. Notice given pursuant to this\nSection 7.1(b) shall be deemed given: (i) if by facsimile telecommunication,\nwhen directed to a number at which the stockholder has consented to receive\nnotice; (ii) if by electronic mail, when directed to an electronic mail address\nat which the stockholder has consented to receive notice; (iii) if by a posting\non an electronic network together with separate notice to the stockholder of\nsuch specific posting, upon the later of (A) such posting and (B) the giving of\nsuch separate notice; and (iv) if by any other form of electronic transmission,\nwhen directed to the stockholder.\n\n (c) An affidavit of the Secretary or an Assistant Secretary or of the\ntransfer agent or other agent of the Corporation that the notice has been given\nin writing or by a form of electronic transmission shall, in the absence of\nfraud, be prima facie evidence of the facts stated therein.\n\n Section 7.2: Waiver of Notice. Whenever notice is required to be given\nunder any provision of these Bylaws, a written waiver of notice, signed by the\nperson entitled to notice, or waiver by electronic transmission by such person,\nwhether before or after the time stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except when the person attends a meeting for the express\npurpose of objecting at the beginning of the meeting to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of, any regular or special meeting\nof the stockholders, directors or members of a committee of directors need be\nspecified in any waiver of notice.\n\n ARTICLE VIII\n\n INTERESTED DIRECTORS\n\n Section 8.1: Interested Directors; Quorum. No contract or transaction\nbetween the Corporation and one or more of its directors or officers, or between\nthe Corporation and any other corporation, partnership, association or other\norganization in which one or more of its directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the director or officer is present at or\nparticipates in the meeting of the Board of Directors or committee thereof that\nauthorizes the contract or transaction, or solely because his, her or their\nvotes are counted for such purpose, if: (i) the material facts as to his, her or\ntheir relationship or interest and as to the contract or transaction are\ndisclosed or are known to the Board of Directors or the committee, and the Board\nof Directors or committee in good faith authorizes the contract or transaction\nby the affirmative votes of a majority of the disinterested directors, even\nthough the disinterested directors be less than a quorum; (ii) the material\nfacts as to his, her or their relationship or interest and as to the contract or\ntransaction are disclosed or are known to the stockholders entitled to vote\nthereon, and the contract or transaction is specifically approved in good faith\nby vote of the stockholders; or (iii) the contract or transaction is fair as to\nthe Corporation as of the time it is authorized, approved or ratified by the\nBoard of Directors, a committee thereof, or the stockholders. Common or\ninterested directors may be counted in determining the presence of a quorum at a\nmeeting of the Board of Directors or of a committee which authorizes the\ncontract or transaction.\n\n\n 15\n 16\n\n ARTICLE IX\n\n MISCELLANEOUS\n\n Section 9.1: Fiscal Year. The fiscal year of the Corporation shall be\ndetermined by resolution of the Board of Directors.\n\n Section 9.2: Seal. The Board of Directors may provide for a corporate\nseal, which shall have the name of the Corporation inscribed thereon and shall\notherwise be in such form as may be approved from time to time by the Board of\nDirectors.\n\n Section 9.3: Form of Records. Any records maintained by the Corporation\nin the regular course of its business, including its stock ledger, books of\naccount and minute books, may be kept on or by means of, or be in the form of,\ndiskettes or any other information storage device or method, provided that the\nrecords so kept can be converted into clearly legible paper form within a\nreasonable time. The Corporation shall so convert any records so kept upon the\nrequest of any person entitled to inspect such records pursuant to any provision\nof the Delaware General Corporation Law.\n\n Section 9.4: Reliance Upon Books and Records. A Director or officer\nshall be deemed to have acted in good faith and in a manner he reasonably\nbelieved to be in or not opposed to the best interests of the Corporation, and,\nwith respect to any criminal action or proceeding, to have had no reasonable\ncause to believe that his conduct was unlawful, if his action is based on the\nrecords or books of account of the Corporation or another enterprise, or on\ninformation supplied to him by the officers of the Corporation, a committee of\nthe Board, or another enterprise in the course of their duties, or on the advice\nof legal counsel for the Corporation or another enterprise or on information or\nrecords given or reports made to the Corporation or another enterprise by an\nindependent certified public accountant or by an appraiser or other expert\nselected with reasonable care by the Corporation or another enterprise.\n\n Section 9.5: Certificate of Incorporation Governs. In the event of any\nconflict between the provisions of the Corporation's Certificate of\nIncorporation and Bylaws, the provisions of the Certificate of Incorporation\nshall govern.\n\n Section 9.6: Severability. If any provision of these Bylaws shall be\nheld to be invalid, illegal, unenforceable or in conflict with the provisions of\nthe Corporation's Certificate of Incorporation, then such provision shall\nnonetheless be enforced to the maximum extent possible consistent with such\nholding and the remaining provisions of these Bylaws (including without\nlimitation, all portions of any section of these Bylaws containing any such\nprovision held to be invalid, illegal, unenforceable or in conflict with the\nCertificate of Incorporation, that are not themselves invalid, illegal,\nunenforceable or in conflict with the Certificate of Incorporation) shall remain\nin full force and effect.\n\n\n 16\n 17\n\n ARTICLE X\n\n AMENDMENT\n\n Section 10.1: Amendments.\n\n Stockholders of the Corporation holding at least sixty-six and\ntwo-thirds percent (66-2\/3%) of the Corporation's outstanding voting stock then\nentitled to vote at an election of directors shall have the power to adopt,\namend or repeal Bylaws. To the extent provided in the Corporation's Certificate\nof Incorporation, the Board of Directors of the Corporation shall also have the\npower to adopt, amend or repeal Bylaws of the Corporation.\n\n\n\n\n 17\n 18\n AMENDED AND RESTATED BYLAWS\n\n OF\n\n MACROMEDIA, INC.\n\n a Delaware corporation\n\n TABLE OF CONTENTS\n\n<\/pre>\n
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\nARTICLE I – STOCKHOLDERS<\/p>\n Section 1.1: Annual Meetings………………………………………………. 1<\/p>\n
Section 1.2: Special Meetings……………………………………………… 1<\/p>\n
Section 1.3: Notice of Meetings……………………………………………. 1<\/p>\n
Section 1.4: Adjournments…………………………………………………. 1<\/p>\n
Section 1.5: Quorum………………………………………………………. 2<\/p>\n
Section 1.6: Organization…………………………………………………. 2<\/p>\n
Section 1.7: Voting; Proxies………………………………………………. 2<\/p>\n
Section 1.8: Fixing Date for Determination of Stockholders of Record…………… 3<\/p>\n
Section 1.9: List of Stockholders Entitled to Vote…………………………… 3<\/p>\n
Section 1.10: Action by Written Consent of Stockholders………………………… 4<\/p>\n
Section 1.11: Inspectors of Elections……………………………………….. 5<\/p>\n
Section 1.12: Notice of Stockholder Business; Nominations……………………… 6<\/p>\n
ARTICLE II – BOARD OF DIRECTORS<\/p>\n
Section 2.1: Number; Qualifications………………………………………… 8<\/p>\n
Section 2.2: Election; Resignation; Removal; Vacancies……………………….. 8<\/p>\n
Section 2.3: Regular Meetings……………………………………………… 8<\/p>\n
Section 2.4: Special Meetings…………………………………………….. 8<\/p>\n
Section 2.5: Telephonic Meetings Permitted…………………………………. 9<\/p>\n
Section 2.6: Quorum; Vote Required for Action………………………………. 9
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a Delaware corporation<\/p>\n
TABLE OF CONTENTS (CONT’D)<\/p>\n
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\n Section 2.7: Organization………………………………………………… 9<\/p>\n Section 2.8: Written Action by Directors…………………………………… 9<\/p>\n
Section 2.9: Powers……………………………………………………… 9<\/p>\n
Section 2.10: Compensation of Directors…………………………………….. 9<\/p>\n
ARTICLE III – COMMITTEES<\/p>\n
Section 3.1: Committees………………………………………………….. 9<\/p>\n
Section 3.2: Committee Rules……………………………………………… 10<\/p>\n
ARTICLE IV – OFFICERS<\/p>\n
Section 4.1: Generally…………………………………………………… 10<\/p>\n
Section 4.2: Chief Executive Officer………………………………………. 10<\/p>\n
Section 4.3: Chairperson of the Board……………………………………… 11<\/p>\n
Section 4.4: President…………………………………………………… 11<\/p>\n
Section 4.5: Vice President………………………………………………. 11<\/p>\n
Section 4.6: Chief Financial Officer………………………………………. 11<\/p>\n
Section 4.7: Treasurer…………………………………………………… 11<\/p>\n
Section 4.8: Secretary…………………………………………………… 12<\/p>\n
Section 4.9: Delegation of Authority………………………………………. 12<\/p>\n
Section 4.10: Removal…………………………………………………….. 12
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OF<\/p>\n
MACROMEDIA, INC.<\/p>\n
a Delaware corporation<\/p>\n
TABLE OF CONTENTS (CONT’D)<\/p>\n
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\nARTICLE V – STOCK<\/p>\n Section 5.l: Certificates………………………………………………… 12<\/p>\n
Section 5.2: Lost, Stolen or Destroyed Stock Certificates;
\n Issuance of New Certificate…………………………………… 12<\/p>\n
Section 5.3: Other Regulations……………………………………………. 12<\/p>\n
ARTICLE VI – INDEMNIFICATION<\/p>\n
Section 6.1: Indemnification of Officers and Directors………………………. 12<\/p>\n
Section 6.2: Advance of Expenses………………………………………….. 13<\/p>\n
Section 6.3: Enforcement…………………………………………………. 13<\/p>\n
Section 6.4: Non-Exclusivity of Rights…………………………………….. 14<\/p>\n
Section 6.5: Indemnification Contracts; Insurance…………………………… 14<\/p>\n
Section 6.5: Effect of Amendment………………………………………….. 14<\/p>\n
ARTICLE VII – NOTICES<\/p>\n
Section 7.l: Notice……………………………………………………… 14<\/p>\n
Section 7.2: Waiver of Notice…………………………………………….. 15<\/p>\n
ARTICLE VIII – INTERESTED DIRECTORS<\/p>\n
Section 8.1: Interested Directors; Quorum………………………………….. 15<\/p>\n
ARTICLE IX – MISCELLANEOUS ……………………………………………………………<\/p>\n
Section 9.1: Fiscal Year…………………………………………………. 16<\/p>\n
Section 9.2: Seal……………………………………………………….. 16
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MACROMEDIA, INC.<\/p>\n
a Delaware corporation<\/p>\n
TABLE OF CONTENTS (CONT’D)<\/p>\n
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\n Section 9.3: Form of Records……………………………………………… 16<\/p>\n Section 9.4: Reliance Upon Books and Records……………………………….. 16<\/p>\n
Section 9.5: Certificate of Incorporation Governs…………………………… 16<\/p>\n
Section 9.6: Severability………………………………………………… 16<\/p>\n
ARTICLE X – AMENDMENT ……………………………………………………………<\/p>\n
Section 10.1: Amendments………………………………………………….. 17
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
iv
\n 22<\/p>\n
AMENDED AND RESTATED BYLAWS<\/p>\n
OF<\/p>\n
MACROMEDIA, INC.<\/p>\n
(a Delaware corporation)<\/p>\n
As Adopted May 3, 2001<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8105],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9574],"class_list":["post-41541","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macromedia-inc","corporate_contracts_industries-technology__software","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\/41541","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=41541"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41541"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41541"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41541"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}