{"id":41546,"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-maxygen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-maxygen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-maxygen-inc.html","title":{"rendered":"Bylaws &#8211; Maxygen Inc."},"content":{"rendered":"<pre>                                    BYLAWS\n                                      OF\n                                 MAXYGEN, INC.\n\n                                   ARTICLE I\n\n                                    OFFICES\n\n          Section 1.  The registered office shall be in the City of Dover,\nCounty of Kent, State of Delaware.\n\n          Section 2.  The corporation may also have offices at such other places\nboth within and without the State of Delaware as the board of directors may from\ntime to time determine or the business of the corporation may require.\n\n                                  ARTICLE II\n\n                           MEETINGS OF STOCKHOLDERS\n\n          Section 1.  All meetings of the stockholders for the election of\ndirectors shall be held in the County of Santa Clara, State of California, at\nsuch place as may be fixed from time to time by the board of directors, or at\nsuch other place either within or without the State of Delaware as shall be\ndesignated from time to time by the board of directors and stated in the notice\nof the meeting.  Meetings of stockholders for any other purpose may be held at\nsuch time and place, within or without the State of Delaware, as shall be stated\nin the notice of the meeting or in a duly executed waiver of notice thereof.\n\n          Section 2.  Annual meetings of stockholders, shall be held on the\nfirst Tuesday of the fifth calendar month following the end of the corporation's\nfiscal year if not a legal holiday, and if a legal holiday, then on the next\nsecular day following, at 11:00 A.M., or at such \n\n \nother date and time as shall be designated from time to time by the board of\ndirectors and stated in the notice of the meeting, at which they shall elect by\na plurality vote a board of directors, and transact such other business as may\nproperly be brought before the meeting.\n\n          Section 3.  Written notice of the annual meeting stating the place,\ndate and hour of the meeting shall be given to each stockholder entitled to vote\nat such meeting not less than ten nor more than sixty 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 days before every meeting of\nstockholders, 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 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 the stockholders, for any purpose or\npurposes, unless otherwise prescribed by statute or by the certificate of\nincorporation, may be called by the chairman, if one has been appointed, and\nshall be called by the chairman or secretary at the request in writing of a\nmajority of the board of directors, or at the request in writing of stockholders\nowning a majority in amount of the entire capital stock of the corporation\nissued and outstanding and entitled to vote.  Such request shall state the\npurpose or purposes of the proposed meeting.\n\n                                      -2-\n\n \n          Section 6.  Written notice of a special meeting stating the place,\ndate and hour of the meeting and the purpose or purposes for which the meeting\nis called, shall be given not less than ten nor more than sixty days before the\ndate of the meeting, to each stockholder entitled to vote at such meeting.\n\n          Section 7.  Business transacted at any special meeting of stockholders\nshall be limited to the purposes stated in the notice.\n\n          Section 8.  The holders of a majority of the stock issued and\noutstanding and entitled to vote thereat, present in person or represented by\nproxy, shall constitute a quorum at all meetings of the stockholders for the\ntransaction of business except as otherwise provided by statute or by the\ncertificate of incorporation.  If, however, such quorum shall not be present or\nrepresented at any meeting of the stockholders, the stockholders entitled to\nvote thereat, present in person or represented by proxy, shall have power to\nadjourn the meeting from time to time, without notice other than announcement at\nthe meeting, 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 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          Section 9.  When a quorum is present at any meeting, the vote of the\nholders of a majority of the stock having voting power present in person or\nrepresented by proxy shall decide any question brought before such meeting,\nunless the question is one upon which by express provision of the statutes or of\nthe certificate of incorporation, a different vote is required in which case\nsuch express provision shall govern and control the decision of such question.\n\n                                      -3-\n\n \n          Section 10.  Unless otherwise provided in the certificate of\nincorporation each stockholder shall at every meeting of the stockholders be\nentitled to one vote in person or by proxy for each share of the capital stock\nhaving voting power held by such stockholder, but no proxy shall be voted on\nafter three years from its date, unless the proxy provides for a longer period.\n\n          Section 11.  Unless otherwise provided in the certificate of\nincorporation, any action required to be taken at any annual or special meeting\nof stockholders of the corporation, or any action which may be taken at any\nannual or special meeting of such stockholders, may be taken without a meeting,\nwithout prior notice and without a vote, if a consent in writing, setting forth\nthe action so taken, shall be signed by the holders of outstanding stock having\nnot less than the minimum number of votes that would be necessary to authorize\nor take such action at a meeting at which all shares entitled to vote thereon\nwere present and voted.  Prompt notice of the taking of the corporate action\nwithout a meeting by less than unanimous written consent shall be given to those\nstockholders who have not consented in writing.\n\n                                  ARTICLE III\n\n                                   DIRECTORS\n\n          Section 1.  The number of directors which shall constitute the whole\nboard shall be seven (7).\n\n          Section 2.  Except as provided in Section 3 of this Article, the\ndirectors shall be elected at the annual meeting of the stockholders.  Each\ndirector elected shall hold office until his successor is elected and qualified.\nDirectors need not be stockholders.\n\n          Section 3.  Vacancies and newly created directorships resulting from\nany increase in the authorized number of directors elected by all of the\nstockholders having the right \n\n                                      -4-\n\n \nto vote as a single class may be filled by a majority of the directors then in\noffice, though less than a quorum, or by a sole remaining director; whenever the\nholders of any class or classes of stock or series thereof are entitled to elect\none or more directors by the certificate of incorporation, vacancies and newly\ncreated directorships of such class or classes or series may be filled by a\nmajority of the directors elected by such class or classes or series thereof\nthen in office, or by a sole remaining director so elected. The directors so\nchosen shall hold office until the next annual election and until their\nsuccessors are duly elected and shall qualify, unless sooner displaced. If there\nare no directors in office, then an election of directors may be held in the\nmanner provided by statute. If, at the time of filling any vacancy or any newly\ncreated directorship, the directors then in office shall constitute less than a\nmajority of the whole board (as constituted immediately prior to any such\nincrease), the Court of Chancery may, upon application of any stockholder or\nstockholders holding at least ten percent of the total number of the shares at\nthe time outstanding having the right to vote for such directors, summarily\norder an election to be held to fill any such vacancies or newly created\ndirectorships, or to replace the directors chosen by the directors then in\noffice.\n\n          Section 4.  The business of the corporation shall be managed by or\nunder the direction of its board of directors which may exercise all such powers\nof the corporation and do all such lawful acts and things as are not by statute\nor by the certificate of incorporation or by these by-laws directed or required\nto be exercised or done by the stockholders.\n\n                      MEETINGS OF THE BOARD OF DIRECTORS\n\n          Section 5.  The board of directors of the corporation may hold\nmeetings, both regular and special, either within or without the State of\nDelaware.\n\n                                      -5-\n\n \n          Section 6.  The first meeting of each newly elected board of directors\nshall be held at such time and place as shall be fixed by the vote of the\nstockholders at the annual meeting and no notice of such meeting shall be\nnecessary to the newly elected directors in order legally to constitute the\nmeeting, provided a quorum shall be present.  In the event of the failure of the\nstockholders to fix the time or place of such first meeting of the newly elected\nboard of directors, or in the event such meeting is not held at the time and\nplace so fixed by the stockholders, the meeting may be held at such time and\nplace as shall be specified in a notice given as hereinafter provided for\nspecial meetings of the board of directors, or as shall be specified in a\nwritten waiver signed by all of the directors.\n\n          Section 7.  Regular meetings of the board of directors may be held\nwithout notice at such time and at such place as shall from time to time be\ndetermined by the board.\n\n          Section 8.  Special meetings of the board may be called by the\nchairman on one day's notice to each director, either personally or by mail or\nby telegram; special meetings shall be called by the chairman or secretary in\nlike manner and on like notice on the written request of two directors unless\nthe board consists of only one director in which case special meetings shall be\ncalled by the chairman or secretary in like manner and on like notice on the\nwritten request of the sole director.\n\n          Section 9.  At all meetings of the board a majority of the directors\nshall constitute a quorum for the transaction of business and the act of a\nmajority of the directors present at any meeting at which there is a quorum\nshall be the act of the board of directors, except as may be otherwise\nspecifically provided by statute or by the certificate of incorporation.  If a\nquorum shall not be present at any meeting of the board of directors the\ndirectors present \n\n                                      -6-\n\n \nthereat may adjourn the meeting from time to time, without notice other than\nannouncement at the meeting, until a quorum shall be present.\n\n          Section 10.  Unless otherwise restricted by the certificate of\nincorporation or these by-laws, any action required or permitted to be taken at\nany meeting of the board of directors or of any committee thereof may be taken\nwithout a meeting, if all members of the board or committee, as the case may be,\nconsent thereto in writing, and the writing or writings are filed with the\nminutes of the proceedings of the board or committee.\n\n          Section 11.  Unless otherwise restricted by the certificate of\nincorporation or these by-laws, members of the board of directors, or any\ncommittee designated by the board of directors, may participate in a meeting of\nthe board of directors, or any committee, by means of conference telephone or\nsimilar communications equipment by means of which all persons participating in\nthe meeting can hear each other, and such participation in a meeting shall\nconstitute presence in person at the meeting.\n\n                            COMMITTEES OF DIRECTORS\n\n          Section 12.  The board of directors may, by resolution passed by a\nmajority of the whole board, designate one or more committees, each committee to\nconsist of one or more of the directors of the corporation.  The board many\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          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 \n\n                                      -7-\n\n \ncorporation to be affixed to all papers which may require it; but no such\ncommittee shall have the power or authority in reference to amending the\ncertificate of incorporation (except to the extent provided in resolutions of\nthe board of directors and permitted by the General Corporation Law of the State\nof Delaware), adopting an agreement of merger or consolidation, recommending to\nthe stockholders the sale, lease or exchange of all or substantially all of the\ncorporation's property and assets, recommending to the stockholders a\ndissolution of the corporation or a revocation of a dissolution, or amending the\nby-laws of the corporation; and, unless the resolution or the certificate of\nincorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend, to authorize the issuance of stock or to adopt\na certificate of ownership and merger pursuant to the General Corporation Law of\nDelaware. Such committee or committees shall have such name or names as may be\ndetermined from time to time by resolution adopted by the board of directors.\n\n          Section 13.  Each committee shall keep regular minutes of its meetings\nand report the same to the board of directors when required.\n\n\n                           COMPENSATION OF DIRECTORS\n\n          Section 14.  Unless otherwise restricted by the certificate of\nincorporation or these by-laws, the board of directors shall have the authority\nto fix the compensation of directors.  The directors may be paid their expenses,\nif any, of attendance at each meeting of the board of directors and may be paid\na fixed sum for attendance at each meeting of the board of directors or a stated\nsalary as director.  No such payment shall preclude any director from serving\nthe corporation in any other capacity and receiving compensation therefor.\nMembers of special or standing committees may be allowed like compensation for\nattending committee meetings.\n\n                                      -8-\n\n \n                             REMOVAL OF DIRECTORS\n\n          Section 15.  Unless otherwise restricted by the certificate of\nincorporation, by-laws or statute, any director or the entire board of directors\nmay be removed, with or without cause, by the holders of a majority of shares\nentitled to vote at an election of directors.\n\n                                  ARTICLE IV\n\n                                    NOTICES\n\n          Section 1.  Whenever, under the provisions of the statutes or of the\ncertificate of incorporation or of these by-laws, notice is required to be given\nto any director or stockholder, it shall not be construed to mean personal\nnotice, but such notice may be given in writing, by mail, addressed to such\ndirector or addressed to such director or stockholder, at his address as it\nappears on the records of the corporation, with postage thereon prepaid, and\nsuch notice shall be deemed to be given at the time when the same shall be\ndeposited in the United States mail.  Notice to directors may also be given by\ntelegram.\n\n          Section 2.  Whenever any notice is required to be given under the\nprovisions of the statutes or of the certificate of incorporation or of these\nby-laws, a waiver thereof in writing, signed by the person or persons entitled\nto said notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto.\n\n          Section 3.  Whenever notice is required to be given, under any\nprovision of the statutes or the certificate of incorporation or these by-laws\nto any stockholder whom (i) notice of two consecutive annual meetings, and all\nnotices of meetings or of the taking of action by written consent without a\nmeeting to such person during the period between such two consecutive annual\n\n                                      -9-\n\n \nmeetings, or (ii) all, and at least two, payments (if sent by first class mail)\nof dividends or interest on securities during a twelve month period, have been\nmailed addressed to such person at his address as shown on the records of the\ncorporation and have been returned undeliverable, the giving of such notice to\nsuch person shall not be required.  If any such person shall deliver to the\ncorporation a written notice setting forth his then current address, notice to\nsuch person shall be reinstated.\n\n                                   ARTICLE V\n\n                                   OFFICERS\n\n          Section 1.  The officers of the corporation shall be chosen by the\nboard of directors and shall be a president, a secretary and a treasurer.  The\nboard of directors may also choose a chairman, one or more an executive vice-\npresidents, one or more vice-presidents, and one or more assistant secretaries\nand assistant treasurers.  Any number of offices may be held by the same person,\nunless the certificate of incorporation or these by-laws otherwise provide.\n\n          Section 2.  The board of directors at its first meeting after each\nannual meeting of stockholders shall choose a president, one or more vice-\npresidents, a secretary and a treasurer and may appoint a chairman.\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.\n\n          Section 4.  The salaries of all officers and agents of the corporation\nshall be fixed by the board of directors.\n\n                                      -10-\n\n \n          Section 5.  The officers of the corporation shall hold office until\ntheir successors are chosen and qualify.  Any officer elected or appointed by\nthe board of directors may be removed at any time by the affirmative vote of a\nmajority of the board of directors.  Any vacancy occurring in any office of the\ncorporation shall be filled by the board of directors.\n\n                                 THE CHAIRMAN\n\n          Section 6.  The chairman, if one is appointed, shall be the chief\nexecutive officer of the corporation, shall preside at all meetings of the\nstockholders and the board of directors, shall have general oversight and\nmanagement of the business of the corporation and shall see that all orders and\nresolutions of the board of directors are carried into effect.\n\n          Section 7.  He 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                                      -11-\n\n \n                                 THE PRESIDENT\n\n          Section 8.  The president shall be the chief operating officer of the\ncorporation, shall preside at all meetings of the stockholders and board of\ndirectors in the absence of the chairman, shall have general active management\nof the day-to-day business of the corporation, and in the absence of the\nchairman or in the event of his inability or refusal to act, shall perform the\nduties of the chairman, and when so acting, shall have all the powers of and be\nsubject to all the restrictions of the chairman, and in general shall perform\nall duties incident to the office at president and such other duties as may be\nprescribed by the board of directors from time to time.\n\n                              THE VICE-PRESIDENTS\n\n          Section 9.  In the absence of the president or in the event of his\ninability or refusal to act, a vice-president (or in the event there be more\nthan one vice-president, the vice-presidents in the order designated by the\ndirectors, 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                                      -12-\n\n \n                     THE SECRETARY AND ASSISTANT SECRETARY\n\n          Section 10.  The secretary shall attend all meetings of the board of\ndirectors and all meetings of the stockholders and record the proceedings of the\nmeetings of the corporation and of the board of directors in a book to be kept\nfor that purpose and shall perform like duties for the standing committees when\nrequired.  He shall give, or cause to be given, notice of all meetings of the\nstockholders and special meetings of the board of directors, and shall perform\nsuch other duties as may be prescribed by the board of directors or president,\nunder whose supervision he shall be.  He shall have custody of the corporate\nseal of the corporation and he, or an assistant secretary, shall have authority\nto affix the same to any instrument requiring it and when so affixed, it may be\nattested by his signature or by the signature of such assistant secretary.  The\nboard of directors may give general authority to any other officer to affix the\nseal of the corporation and to attest the affixing of his signature.\n\n          Section 11.  The assistant secretary, or if there be more than one,\nthe assistant secretaries in the order determined by the board of directors (of\nif there be no such determination, then in the order of their election) shall,\nin the absence of the secretary or in the event of his inability or refusal to\nact, perform the duties and exercise the powers of the secretary and shall\nperform such other duties and have such other powers as the board of directors\nmay from time to time prescribe.\n\n                                      -13-\n\n \n                    THE TREASURER AND ASSISTANT TREASURERS\n\n          Section 12.  The treasurer shall have the custody of the corporate\nfunds and securities and shall keep full and accurate accounts of receipts and\ndisbursements in books belonging to the corporation and shall deposit all moneys\nand other valuable effects in the name and to the credit of the corporation in\nsuch depositories as may be designated by the board of directors.\n\n          Section 13.  He shall disburse the funds of the corporation as may be\nordered by the board of directors, taking proper vouchers for such\ndisbursements, and shall render to the president and the board of directors, at\nits regular meetings, or when the board of directors so requires, an account of\nall his transactions as treasurer and of the financial condition of the\ncorporation.\n\n          Section 14.  If required by the board of directors, he shall give the\ncorporation a bond (which shall be renewed every six years) in such sum and with\nsuch surety or sureties as shall be satisfactory to the board of directors for\nthe faithful performance of the duties of his office and for the restoration to\nthe corporation, in case of his death, resignation, retirement or removal from\noffice, of all books, papers, vouchers, money and other property of whatever\nkind in his possession or under his control belonging to the corporation.\n\n          Section 15.  He shall, in general perform all the duties incident to\nthe office of treasurer, including the development of financial statements based\non existing facts, together with recommendations to the president regarding all\nfiscal matters; provided, however, that he shall not have the authority to make\nany material financial decisions without approval of the president and\/or the\nboard of directors.\n\n                                      -14-\n\n \n          Section 16.  The assistant treasurer, or if there shall be more than\none, the assistant treasurers in the order determined by the board of directors\n(of if there be no such determination, then in the order of their election),\nshall, in the absence of the treasurer or in the event of his inability or\nrefusal to-act, perform the duties and exercise the powers of the treasurer and\nshall perform such other duties and have such other powers as the board of\ndirectors may from time to time prescribe.\n\n                                  ARTICLE VI\n\n                             CERTIFICATE OF STOCK\n\n          Section 1.   The shares of a corporation shall be represented by\ncertificates, provided that the board of directors of the corporation may\nprovide by resolution or resolutions that some or all of any or all classes or\nseries of its stock shall be uncertificated shares.  Any such resolution shall\nnot apply to shares represented by a certificate until such certificate is\nsurrendered to the corporation.  Notwithstanding the adoption of such a\nresolution by the board of directors, every holder of stock represented by\ncertificates and upon request every holder of uncertified shares shall be\nentitled to have a certificate signed by, or in the name of the corporation by\nthe chairman or vice-chairman of the board of directors, or the president or\nvice-president, and by the treasurer or an assistant treasurer, or the secretary\nor an assistant secretary of the corporation representing the number of shares\nregistered in certificate form.\n\n          Section 2.   Any of or all 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\n\n                                      -15-\n\n \nsuch certificate is issued, it may be issued by the corporation with the same\neffect as if he were such officer, transfer agent or registrar at the date of\nissue.\n\n                               LOST CERTIFICATES\n\n          Section 3.  The board of directors may direct a new certificate or\ncertificates or uncertificated shares to be issued in place of any certificate\nor certificates theretofore issued by the corporation alleged to have been lost,\nstolen or destroyed, upon the making of an affidavit of that fact by the person\nclaiming the certificate of stock to be lost, stolen or destroyed.  When\nauthorizing such issue of a new certificate or certificates or uncertificated\nshares, the board of directors may, in its discretion and as a condition\nprecedent to the issuance thereof, require the owner of such lost, stolen or\ndestroyed certificate or certificates, or his legal representative, to advertise\nthe same in such manner as it shall require and\/or to give the corporation a\nbond in such sum as it may direct as indemnity against any claim that may be\nmade against the corporation with respect to the certificate alleged to have\nbeen lost, stolen or destroyed.\n\n                               TRANSFER OF STOCK\n\n          Section 4.  Upon surrender to the corporation or the transfer agent of\nthe corporation of a certificate for shares duly endorsed or accompanied by\nproper evidence of succession, assignation or authority to transfer, it shall be\nthe duty of the corporation to issue a new certificate to the person entitled\nthereto, cancel the old certificate and record the transaction upon its books.\nThe board of directors shall have the power and authority to make all such rules\nand regulations as they deem expedient concerning the issuance, transfer and\nregistration of certificates for the shares of the corporation.\n\n                                      -16-\n\n \n                              FIXING RECORD DATE\n\n          Section 5.  In order that the corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or to express consent to corporate action in writing\nwithout a meeting, 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 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                            REGISTERED STOCKHOLDERS\n\n          Section 6.  The corporation shall be entitled to recognize the\nexclusive right of a person registered on its books as the owner of shares to\nreceive dividends, and to vote as such owner, and to hold liable for calls 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\n                                      -17-\n\n \n                                  ARTICLE VII\n\n                              GENERAL PROVISIONS\n\n                                   DIVIDENDS\n\n          Section 1.  Dividends upon the capital stock of the corporation,\nsubject to the provision of the certificate of incorporation, if any, may be\ndeclared by the board of directors at any regular or special meeting, pursuant\nto law.  Dividends may be paid in cash, in property, or in shares of the capital\nstock, subject to the provisions of the certificate of incorporation.\n\n          Section 2.  Before payment of any dividend, there may be set aside out\nof any 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                               ANNUAL STATEMENT\n\n          Section 3.  The board of directors shall present at each annual\nmeeting, and at any special meeting of the stockholders when called for by vote\nof the stockholders, a full and clear statement of the business and condition of\nthe corporation.\n\n                                     CHECKS\n\n          Section 4.  All checks or demands for money and notes of the\ncorporation shall be signed by such officer or officers or such other person or\npersons as the board of directors may from time to time designate.\n\n                                      -18-\n\n \n                                  FISCAL YEAR\n\n          Section 5.  The fiscal year of the corporation shall be set by the\nBoard of Directors of the corporation.\n\n                                      SEAL\n\n          Section 6.  The corporate seal shall have inscribed thereon the name\nof the corporation, the year of its organization and the words 'Corporate Seal,\nDelaware.' The seal may be used by causing it or a facsimile thereof to be\nimpressed or affixed or reproduced or otherwise.\n\n                                INDEMNIFICATION\n\n          Section 7.  The corporation shall indemnify its officers, directors,\nemployees and agents to the full extent permitted by the General Corporation Law\nof Delaware.\n\n                                      -19-\n\n \n                                 ARTICLE VIII\n\n                                  AMENDMENTS\n\n          Section 1.  These by-laws may be altered, amended or repealed or new\nby-laws may be adopted by the stockholders or by the board of directors, when\nsuch power is conferred upon the board of directors by the certificate of\nincorporation at any regular meeting of the stockholders or of the board of\ndirectors or at any special meeting of the stockholders or of the board of\ndirectors if notice of such alteration, amendment, repeal or adoption of new by-\nlaws be contained in the notice of such special meeting.  If the power to adopt,\namend or repeal by-laws is conferred upon the board of directors by the\ncertificate of incorporation it shall not divest or limit the power of the\nstockholders to adopt, amend or repeal by-laws.\n\n                                      -20-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8151],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41546","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maxygen-inc","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\/41546","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=41546"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41546"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41546"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41546"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}