{"id":41550,"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-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-microsoft-corp.html","title":{"rendered":"Bylaws &#8211; Microsoft Corp."},"content":{"rendered":"<pre>\n                                    BYLAWS\n\n                                      OF\n\n                             MICROSOFT CORPORATION\n\n\n                                   ARTICLE I\n\n                                 Shareholders\n\n     1.1  Annual Meeting. The annual meeting of the shareholders of the\nCorporation for the election of Directors and for the transaction of such other\nbusiness as properly may be submitted to such annual meeting, shall be held at\nthe hour and on the date designated by the Board of Directors or an authorized\ncommittee of the Board of Directors, such date to be within 150 days of the end\nof the fiscal year.\n\n     1.2  Special Meetings. Special meetings of the shareholders of the\nCorporation, for any purpose or purposes, may be called at any time by the Board\nof Directors or an authorized committee of the Board of Directors.\n\n     1.3  Place of Meetings. Meetings of shareholders shall be held at such\nplace within or without the State of Washington as determined by the Board of\nDirectors, or an authorized committee, pursuant to proper notice.\n\n     1.4  Notice. Written notice of each shareholders' meeting stating the date,\ntime, and place and, in case of a special meeting, the purpose(s) for which such\nmeeting is called, shall be given by the Corporation not less than ten (10)\n(unless a greater period of notice is required by law in a particular case) nor\nmore than sixty (60) days prior to the date of the meeting, to each shareholder\nof record, to the shareholder's address as it appears on the current record of\nshareholders of the Corporation.\n\n     1.5  Quorum of Shareholders. At any meeting of the shareholders, a majority\nin interest of all the shares entitled to vote on a matter, represented by\nshareholders of record in person or by proxy, shall constitute a quorum of that\nvoting group for action on that matter.\n\n     Once a share is represented at a meeting, other than to object to holding\nthe meeting or transacting business, it is deemed to be present for quorum\npurposes for the remainder of the meeting and for any adjournment of that\nmeeting unless a new record date is or must be set for the adjourned meeting. At\nsuch reconvened meeting, any business may be transacted that might have been\ntransacted at the meeting as originally notified.\n\n     If a quorum exists, action on a matter is approved by a voting group if the\nvotes cast within the voting group favoring the action exceed the votes cast\nwithin the voting group opposing the action, unless the question is one upon\nwhich by express provision of the Washington Business Corporation Act, as\namended (\"WBCA\"), or of the Articles of Incorporation or of these Bylaws a\ndifferent vote is required.\n\n \n     1.6  Adjournment. A majority of the shares represented at the meeting, even\nif less than a quorum, may adjourn the meeting from time to time. At such\nreconvened meeting at which a quorum is present any business may be transacted\nat the meeting as originally notified. If a meeting is adjourned to a different\ndate, time, or place, notice need not be given of the new date, time, or place\nif a new date, time, or place is announced at the meeting before adjournment;\nhowever, if a new record date for the adjourned meeting is or must be fixed in\naccordance with the WBCA, notice of the adjourned meeting must be given to\npersons who are shareholders as of the new record date.\n\n     1.7  Record Date and Transfer Books. For the purpose of determining\nshareholders who are entitled to notice of or to vote at any meeting of\nshareholders or any adjournment thereof, or entitled to receive payment of any\ndividend, or in order to make a determination of shareholders for any other\nproper purpose, the Board of Directors may fix in advance a record date for any\nsuch determination of shareholders, such date in any case to be not more than\nseventy (70) days and, in case of a meeting of shareholders, not less than ten\n(10) days prior to the date on which the particular action, requiring such\ndetermination of shareholders, is to be taken.\n\n     If no record date is fixed for such purposes, the date on which notice of\nthe meeting is mailed or the date on which the resolution of the Board of\nDirectors declaring such dividend is adopted, as the case may be, shall be the\nrecord date for such determination of shareholders.\n\n     When a determination of shareholders entitled to vote at any meeting of\nshareholders has been made as provided in this section, such determination shall\napply to any adjournment thereof, unless the Board of Directors fixes a new\nrecord date, which it must do if the meeting is adjourned more than one hundred\ntwenty (120) days after the date is fixed for the original meeting.\n\n     1.8  Voting Record. The officer or agent having charge of the stock\ntransfer books for shares of the Corporation shall make at least ten (10) days\nbefore each meeting of shareholders a complete record of the shareholders\nentitled to vote at such meeting or any adjournment thereof, arranged by any\napplicable voting groups and in alphabetical order, with the address of and the\nnumber of shares held by each. Such record shall be produced and kept open at\nthe time and place of the meeting and shall be subject to the inspection of any\nshareholder or any shareholder's agent during the whole time of the meeting for\nthe purposes thereof.\n\n     1.9  Proxies. Shareholders of record may vote at any meeting either in\nperson or by proxy. A shareholder may appoint a proxy to vote for the\nshareholder by submission of (i) an appointment form signed by the shareholder\nor the shareholder's attorney-in-fact, or (ii) an electronic transmission which\ncontains or is accompanied by information from which it can be reasonably\nverified that the transmission was authorized by the shareholder or by the\nshareholder's attorney-in-fact. As used in this Section 1.9, \"electronic\ntransmission\" means any process of communication not directly involving the\nphysical transfer of paper that is suitable for the retention, retrieval, and\nreproduction of information by the recipient. An appointment of proxy is\neffective when an appointment form or an electronic transmission (or documentary\nevidence thereof, including verification information) is received by the person\nauthorized to tabulate votes for the Corporation. The proxy has the same power\nto vote as that possessed by the shareholder, unless the appointment form or\nelectronic transmission contains an express limitation on the power to vote or\ndirection as to how to vote the shares on a particular matter, in which event\nthe Corporation must tabulate the votes in a manner consistent with that\nlimitation \n\n                                       2\n\n \nor direction. An appointment of proxy is valid for eleven (11) months unless a\nlonger period is expressly provided in the appointment form or electronic\ntransmission.\n\n     1.10 Organization of Meeting. The officer designated by the Board of\nDirectors as Chief Executive Officer (or in his absence, any other officer\ndesignated by the Board of Directors) may call any meeting of shareholders to\norder and shall be the Chairman thereof. The Secretary of the Corporation, if\npresent at any meeting of its shareholders, shall act as the Secretary of such\nmeeting. If the Secretary is absent from any such meeting, the Chairman of such\nmeeting may appoint a Secretary for the meeting.\n\n     1.11 Order of Business. The Chairman of a meeting of shareholders,\ndetermined in accordance with Section 1.10, shall have discretion to establish\nthe order of business for such meeting subject to any specific order established\nby the Board of Directors.\n\n                                  ARTICLE II\n\n                              Board of Directors\n\n     2.1  Number and Qualifications. The business affairs and property of the\nCorporation shall be managed by a Board of not less than three directors nor\nmore than eleven directors. The number of directors may at any time be increased\nor decreased by resolution of the Board of Directors or by the shareholders at\nthe annual meeting. Directors need not be shareholders of the Corporation or\nresidents of the state of Washington.\n\n     2.2  Election - Term of Office. The directors shall be elected by the\nshareholders at each annual shareholders' meeting to hold office until the next\nannual meeting of the shareholders and until their respective successors are\nelected and qualified. If, for any reason, the directors shall not have been\nelected at any annual meeting, they may be elected at a special meeting of\nshareholders called for that purpose in the manner provided by these Bylaws.\n\n     2.3  Regular Meetings. Regular meetings of the Board of Directors shall be\nheld at such places, and at such times as the Board may determine, and, if so\ndetermined, no notice thereof need be given. A regular meeting of the Board may\nbe held without notice immediately after the annual meeting of shareholders at\nthe same place at which such meeting was held.\n\n     2.4  Special Meetings. Special meetings of the Board of Directors may be\nheld at any time or place upon the call of a majority of directors, the Chief\nExecutive Officer or the Chief Operating Officer by oral or written notice,\ngiven or mailed to each director not less than two (2) days before such meeting.\n\n     2.5  Notice. No notice is required for regular meetings of the Board of\nDirectors. Notice of special meetings of the Board of Directors, stating the\ndate, time, and place thereof, shall be given at least two (2) days prior to the\ndate of the meeting. The purpose of the meeting need not be given in the notice.\nSuch notice may be oral or written. Written notice may be transmitted by: mail;\nprivate carrier; personal delivery; telegraph or teletype; electronic mail;\ntelephone, or wire or wireless device that transmits a facsimile of the notice.\nWritten notice is effective at the earliest of the following: (a) when received;\n(b) five (5) days after deposit in the U.S. mail if mailed with first class\npostage; (c) on the date shown on the return receipt, if sent by registered or\ncertified mail, return receipt requested, and the receipt is signed by or on\nbehalf of the addressee.\n\n                                       3\n\n \n     2.6  Waiver of Notice. A director may waive notice of a special meeting of\nthe Board either before or after the meeting, and such waiver shall be deemed to\nbe the equivalent of giving notice. The waiver must be in writing, signed by the\ndirector entitled to the notice and delivered to the Corporation for inclusion\nin its corporate records. Attendance or participation of a director at a meeting\nshall constitute waiver of notice of that meeting unless said director attends\nor participates for the express purpose of objecting to the transaction of\nbusiness because the meeting has not been lawfully called or convened.\n\n     2.7  Quorum of Directors. A majority of the members of the Board of\nDirectors shall constitute a quorum for the transaction of business, but if at\nany meeting of the Board there shall be less than a quorum present, a majority\nof those present may adjourn the meeting from time to time until a quorum shall\nhave been obtained. When a quorum is present at any meeting, a majority of the\nmembers present shall decide any question brought before such meeting, except as\notherwise provided by the Articles of Incorporation or by these Bylaws.\n\n     2.8  Adjournment. A majority of the directors present, even if less than a\nquorum, may adjourn a meeting and continue it to a later time. Notice of the\nadjourned meeting or of the business to be transacted thereat, other than by\nannouncement, shall not be necessary. At any adjourned meeting at which a quorum\nis present, any business may be transacted which could have been transacted at\nthe meeting as originally called.\n\n     2.9  Resignation. Any director of the Corporation may resign at any time by\ngiving written notice to the Board of Directors, the Chairman, the President, or\nthe Secretary of the Corporation. Any such resignation is effective when the\nnotice is delivered, unless the notice specifies a later effective date.\n\n     2.10 Vacancies. Unless otherwise provided by the WBCA, in case of any\nvacancy in the Board of Directors, including a vacancy resulting from an\nincrease in the number of directors, the remaining directors, whether\nconstituting a quorum or not, may fill the vacancy.\n\n     2.11 Compensation. The Board shall have the sole authority to fix the\namount of compensation of directors.\n\n     2.12 Committees. The Board of Directors, by resolution adopted by a\nmajority of the full Board of Directors, may designate from among its members\none or more committees, each of which:\n\n          a.   Shall have two (2) or more members;\n\n          b.   Shall be governed by the same rules regarding meetings, action\n     without meetings, notice, and waiver of notice, and quorum and voting\n     requirements as applied to the Board of Directors; and\n\n          c.   To the extent provided in such resolution, shall have and may\n     exercise all the authority of the Board of Directors, except no such\n     committee shall have the authority to:\n\n               (1)  Authorize or approve a distribution except according to a\n          general formula or method prescribed by the Board of Directors;\n\n                                       4\n\n \n               (2)  Approve or propose to shareholders action which the \n          WBCA requires to be approved by shareholders;\n\n               (3)  Fill vacancies on the Board of Directors or on any of its\n          committees;\n\n               (4)  Amend the Articles of Incorporation;\n\n               (5)  Adopt, amend, or repeal the Bylaws;\n\n               (6)  Approve a plan of merger not requiring shareholder approval;\n          or\n\n               (7)  Authorize or approve the issuance or sale or contract for\n          sale of shares, or determine the designation and relative rights,\n          preferences, and limitations on a class or series of shares, except\n          that the Board of Directors may authorize a committee, or a senior\n          executive officer of the Corporation, to do so within limits\n          specifically prescribed by the Board of Directors.\n\n                                  ARTICLE III\n\n                   Special Measures Applying to Meetings of\n       Shareholders, the Board of Directors and Committees of the Board\n\n     3.1  Action by Written Consent. Any action required or permitted to be\ntaken at a meeting of the Board of Directors or a committee of the Board may be\naccomplished without a meeting if the action is taken by all the members of the\nBoard or all the members of the committee, as the case may be. The action must\nbe evidenced by one or more written consents describing the action to be taken,\nsigned by all directors or all members of the committee, as the case may be, and\ndelivered to the Corporation for inclusion in the minutes. Directors' consents\nmay be signed either before or after the action taken.\n\n     Action taken by unanimous written consent is effective when the last\ndirector signs the consent, unless the consent specifies a later effective date.\n\n     3.2  Use of Communications Equipment. Meetings of the shareholders, the\nBoard of Directors and committees of the Board may be effectuated by means of a\nconference telephone or similar communications equipment by means of which all\npersons participating in the meeting can hear each other during the meeting.\nParticipation by such means shall constitute presence in person at such meeting.\n\n     3.3  Oral and Written Notice. Oral notice may be communicated in person or\nby telephone, wire or wireless equipment that does not transmit a facsimile of\nthe notice. Oral notice is effective when communicated if communicated in a\ncomprehensible manner.\n\n     Written notice may be transmitted by mail, private carrier, or personal\ndelivery; telegraph or teletype; or telephone, wire, or wireless equipment that\ntransmits a facsimile of the notice and provides the transmitter with an\nelectronically generated receipt. Written notice is effective at the earliest of\nthe following: (a) when received; (b) five (5) days after its deposit in the US.\nmail if mailed with first-class postage; (c) on the date \n\n                                       5\n\n \nshown on the return receipt, if sent by registered or certified mail, return\nreceipt requested, and the receipt is signed by or on behalf of the addressee.\n\n\n                                  ARTICLE IV\n\n                                   Officers\n\n     4.1  Positions. The officers of the Corporation may consist of a Chairman,\na President, one or more Vice Presidents (who may be designated as Vice\nPresidents, Senior Vice Presidents or Executive Vice Presidents), a Secretary\nand a Treasurer as appointed by the Board of Directors or the Chief Executive\nOfficer. The Corporation may have such additional or assistant officers\n(sometimes referred to as \"additional officers\") as the Board of Directors,\nChief Executive Officer or Chief Operating Officer may deem necessary for its\nbusiness and may appoint from time to time. The Board of Directors shall also\nhave the authority, but shall not be required, to designate officers as the\nChief Executive Officer, the Chief Operating Officer, the Chief Financial\nOfficer or similar such titles. Any two or more offices may be held by the same\nperson.\n\n     If a director\/officer has not been designated as Chairman, or if the\ndesignated Chairman is not present, the Board of Directors shall elect a\nChairman from amongst its members to serve as Chairman of the Board of\nDirectors. The Chairman shall preside at all meetings of the Board of Directors,\nand shall have such other powers as the Board may determine.\n\n     4.2  Appointment and Term of Office. The officers of the Corporation shall\nbe appointed annually by the Board of Directors at the first meeting of the\nBoard of Directors held after each annual meeting of the shareholders. If\nofficers are not appointed at such meeting, such appointment shall occur as soon\nas possible thereafter, or may be left vacant. Each officer shall hold office\nuntil a successor shall have been appointed and qualified or until said\nofficer's earlier death, resignation, or removal.\n\n     4.3  Authority and Duties of the Chief Executive Officer. The Chief\nExecutive Officer shall have general charge and supervision of the business of\nthe Corporation, shall see that all orders, actions and resolutions of the Board\nof Directors are carried out, and shall have such other authority and shall\nperform such other duties as set forth in these bylaws or, to the extent\nconsistent with the bylaws, such other authorities and duties as prescribed by\nthe Board of Directors.\n\n     4.4  Authority and Duties of Other Officers. Each officer other than the\nChief Executive Officer shall have the authority and shall perform the duties\nset forth in these bylaws or, to the extent consistent with the bylaws, the\nduties prescribed by the Board of Directors, by the Chief Executive Officer, or\nby an officer authorized by the Board of Directors to prescribe the duties of\nsuch officer. Any designation of duties by the Chief Executive Officer or other\nofficer shall be subject to review by the Board of Directors but shall be in\nfull force and effect in the absence of such review.\n\n     4.5  Compensation and Contract Rights. The Board of Directors shall have\nauthority (a) to fix the compensation, whether in the form of salary, bonus,\nstock options or otherwise, of all officers and employees of the Corporation,\neither specifically or by formula applicable to particular classes of officers\nor employees, and (b) to authorize officers of the Corporation to fix the\ncompensation of subordinate employees. The Board of Directors shall have\nauthority to appoint a Compensation Committee and may delegate \n\n                                       6\n\n \nto such committee any or all of its authority relating to compensation. The\nappointment of an officer shall not of itself create contract rights.\n\n     4.6  Resignation or Removal. Any officer of the Corporation may resign at\nany time by giving written notice to the Board of Directors. Any such\nresignation is effective when the notice is delivered, unless the notice\nspecifies a later date, and shall be without prejudice to the contract rights,\nif any, of such officer.\n\n     The Board of Directors, by majority vote of the entire Board, may remove\nany officer or agent, with or without cause. An officer or assistant officer, if\nappointed by another officer, may also be removed by any officer authorized to\nappoint officers or assistant officers. The removal shall be without prejudice\nto the contract rights, if any, of the person so removed.\n\n     4.7  Vacancies. If any office becomes vacant by any reason, the directors\nmay appoint a successor or successors who shall hold office for the unexpired\nterm or leave such office vacant.\n\n                                   ARTICLE V\n\n                   Certificates of Shares and Their Transfer\n\n     5.1  Issuance; Certificates of Shares. No shares of the Corporation shall\nbe issued unless authorized by the Board. Such authorization shall include the\nmaximum number of shares to be issued, the consideration to be received, and a\nstatement that the Board considers the consideration to be adequate. Shares may\nbut need not be represented by certificates. Certificates for shares of the\nCorporation shall be in such form as is consistent with the provisions of the\nWBCA or the law of a predecessor corporation and after the effective date of\nthese Bylaws shall state:\n\n          a.   The name of the Corporation and that the Corporation is organized\n     under the laws of the State of Washington;\n\n          b.   The name of the person to whom issued; and\n\n          c.   The number and class of shares and the designation of the series,\n     if any, which such certificate represents.\n\n     The certificate shall be signed by original or facsimile signature of two\nofficers of the Corporation, and the seal of the Corporation may be affixed\nthereto.\n\n     5.2  Transfer of Stock. Shares of stock represented by certificates may be\ntransferred by delivery of the certificate accompanied by either an assignment\nin writing on the back of the certificate or by a written power of attorney to\nassign and transfer the same on the books of the Corporation, signed by the\nrecord holder of the certificate. The shares shall be transferable on the books\nof the Corporation upon surrender thereof so assigned or endorsed.\n\n     5.3  Rules and Regulations Concerning the Issue, Transfer and Registration\nof Shares. The Board of Directors shall have power and authority to make all\nsuch rules and regulations as the Board may deem proper or expedient concerning\nthe issue, transfer and registration of shares of stock. In case of the loss,\nmutilation, or destruction of a certificate of stock, a duplicate certificate\nmay be issued upon such terms\n\n                                       7\n\n \nas the Board shall authorize. The Board shall have power and authority to\nappoint from time to time one or more transfer agents and registrar of the\nshares of stock.\n\n     5.4  Shares without Certificates. The Board of Directors may authorize the\nissue of some or all of the shares without certificates. Within a reasonable\ntime after the issue or transfer of shares without certificates, the corporation\nshall send the shareholder a written statement of the information required on\ncertificates by the WBCA.\n\n                                  ARTICLE VI\n\n                               Books and Records\n\n     6.1  Books of Accounts, Minutes, and Share Register. Except as otherwise\nprovided by law the Corporation:\n\n          a.   Shall keep as permanent records minutes of all meetings of its\n     shareholders and Board of Directors, a record of all actions taken by the\n     Board of Directors without a meeting, and a record of all actions taken by\n     a committee of the Board of Directors exercising the authority of the Board\n     of Directors on behalf of the Corporation;\n\n          b.   Shall maintain appropriate accounting records;\n               \n          c.   Or its agent shall maintain a record of its shareholders, in a\n     form that permits preparation of a list of the names and addresses of all\n     shareholders, in alphabetical order by class of shares showing the number\n     and class of shares held by each; and\n\n          d.   Shall keep a copy of the following records at its principal\n     office:\n\n               (1)  The Articles or Restated Articles of Incorporation and all\n          amendments to them currently in effect;\n\n               (2)  The Bylaws or Restated Bylaws and all amendments to them\n          currently in effect;\n\n               (3)  The minutes of all shareholders' meetings, and records of\n          all actions taken by shareholders without a meeting, for the past\n          three (3) years;\n\n               (4)  Its financial statements for the past three (3) years,\n          including balance sheets showing in reasonable detail the financial\n          condition of the Corporation as of the close of each fiscal year, and\n          an income statement showing the results of its operations during each\n          fiscal year prepared on the basis of generally accepted accounting\n          principles or, if not, prepared on a basis explained therein;\n\n               (5)  All written communications to shareholders generally within\n          the past three (3) years;\n\n               (6)  A list of the names and business addresses of its current\n          directors and officers; and\n\n                                       8\n\n \n               (7)  Its most recent annual report delivered to the Secretary of\n          State of Washington.\n\n     6.2  Copies of Resolutions. Any person dealing with the Corporation may\nrely upon a copy of any of the records of the proceedings, resolutions, or votes\nof the Board of Directors or shareholders, when certified by the Secretary, an\nassistant secretary, or other officer authorized by the Board.\n\n                                       9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9574],"class_list":["post-41550","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","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\/41550","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=41550"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41550"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41550"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41550"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}