{"id":41561,"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-redback-networks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-redback-networks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-redback-networks-inc.html","title":{"rendered":"Bylaws &#8211; Redback Networks Inc."},"content":{"rendered":"<pre>                                     BYLAWS\n\n                                       OF\n\n                              REDBACK NETWORKS INC.\n\n\n\n\n\n                                    ARTICLE I\n\n\n\n                                     OFFICES\n\n\n\n               Section 1. The registered office shall be in the City of\nWilmington, County of New Castle, State of Delaware.\n\n               Section 2. The corporation may also have offices at such other\nplaces both within and without the State of Delaware as the Board of Directors\nmay from time 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 City of Santa Clara, State of California, at such\nplace as may be fixed from time to time by the Board of Directors, or at such\nother place either within or without the State of Delaware as shall be\ndesignated from time to time by the Board of Directors and stated in the 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, commencing with the\nyear 1996, shall be held at such date and time as shall be designated from time\nto time by the Board of Directors and stated in the notice of the meeting, at\nwhich they shall elect by a plurality vote a\n\n\n                                       1\n\n\n\nboard of directors, and transact such other business as may properly be brought\nbefore the meeting.\n\n               Section 3. Written notice of the annual meeting stating the\nplace, date and hour of the meeting shall be given to each stockholder entitled\nto vote at such meeting not fewer than ten (10) nor more than sixty (60) days\nbefore the date of the meeting.\n\n               Section 4. The officer who has charge of the stock ledger of the\ncorporation shall prepare and make, at least ten 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\nor purposes, unless otherwise prescribed by statute or by the certificate of\nincorporation, may be called by the president and shall be called by the\npresident or secretary at the request in writing of a majority of the Board of\nDirectors, or at the request in writing of stockholders owning at least ten\npercent (10%) in amount of the entire capital stock of the corporation issued\nand outstanding and entitled to vote. Such request shall state the purpose or\npurposes of the proposed meeting.\n\n\n                                       2\n\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 fewer than ten (10) nor more than sixty (60) days\nbefore the date of the meeting, to each stockholder entitled to vote at such\nmeeting.\n\n               Section 7. Business transacted at any special meeting of\nstockholders shall be limited to the purposes stated in the notice.\n\n               Section 8. The holders of fifty percent (50%) of the stock issued\nand outstanding and entitled to vote thereat, present in person or represented\nby proxy, 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\nthe holders 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\n\n\n                                       3\n\n\n\nprovision of the statutes or of the certificate of incorporation, a different\nvote is required, in which case such express provision shall govern and control\nthe decision of such question.\n\n               Section 10. Unless otherwise provided in the certificate of\nincorporation each stockholder shall at every meeting of the stockholders be\nentitled to one vote in person or by proxy for each share of the capital 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\nwhole board shall be determined by resolution of the Board of Directors or by\nthe stockholders at the annual meeting of the stockholders, except as provided\nin Section 2 of this Article, and each director\n\n\n                                       4\n\n\n\nelected shall hold office until his successor is elected and qualified.\nDirectors need not be stockholders.\n\n               Section 2. Vacancies and new created directorships resulting from\nany increase in the authorized number of directors may be filled by a majority\nof the directors then in office, though less than a quorum, or by a sole\nremaining director, and the directors so chosen shall hold office until the next\nannual election and until their successors are duly elected and shall qualify,\nunless sooner displaced. If there are no directors in office, then an election\nof directors may be held in the manner provided by statute. If, at the time of\nfilling any vacancy or any newly created directorship, the directors then in\noffice shall constitute less than a majority of the whole board (as constituted\nimmediately prior to any such increase), the Court of Chancery may, upon\napplication of any stockholder or stockholders holding at least ten percent of\nthe total number of the shares at the time outstanding having the right to vote\nfor such directors, summarily order an election to be held to fill any such\nvacancies or newly created directorships, or to replace the directors chosen by\nthe directors then in office.\n\n               Section 3. The business of the corporation shall be managed by or\nunder the direction of its board of directors which may exercise all such 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 bylaws directed or required\nto be exercised or done by the stockholders.\n\n                       MEETINGS OF THE BOARD OF DIRECTORS\n\n               Section 4. The Board of Directors of the corporation may hold\nmeetings, both regular and special, either within or without the State of\nDelaware.\n\n\n                                       5\n\n\n\n               Section 5. The first meeting of each newly elected Board of\nDirectors shall be held at such time and place as shall be fixed by the vote of\nthe stockholders 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 6. Regular meetings of the Board of Directors may be held\nwithout notice at such time and at such place as shall from time to time be\ndetermined by the board.\n\n               Section 7. Special meetings of the board may be called by the\npresident on two (2) days' notice to each director by mail or forty-eight (48)\nhours notice to each director either personally or by telegram; special meetings\nshall be called by the president or secretary in like manner and on like notice\non the written request of two directors unless the board consists of only one\ndirector, in which case special meetings shall be called by the president or\nsecretary in like manner and on like notice on the written request of the sole\ndirector.\n\n               Section 8. At all meetings of the board a majority of the\ndirectors shall constitute a quorum for the transaction of business and the act\nof a majority 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 thereat may adjourn\n\n\n                                       6\n\n\n\nthe meeting from time to time, without notice other than announcement at the\nmeeting, until a quorum shall be present.\n\n               Section 9. Unless otherwise restricted by the certificate of\nincorporation of these bylaws, 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 proceedings of the board or committee.\n\n               Section 10. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, members of the Board of Directors, or any\ncommittee designated by the Board of Directors, may participate in a meeting 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 11. 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 may\ndesignate one or more directors as alternate members of any committee, who may\nreplace any absent or disqualified member at any meeting of the committee.\n\n               In the absence or disqualification of a member of a committee,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he or\n\n\n                                       7\n\n\n\nthey constitute a quorum, may unanimously appoint another member of the Board of\nDirectors to act at the meeting in the place of any such absent or disqualified\nmember.\n\n               Any such committee, to the extent provided in the resolution of\nthe Board of Directors, shall have and may exercise all the powers and authority\nof the Board of Directors in the management of the business and affairs of the\ncorporation, and may authorize the seal of the corporation to be affixed to all\npapers which may require it; but no such committee shall have the power or\nauthority in reference to amending the certificate of incorporation, adopting an\nagreement of merger or consolidation, recommending to the stockholders the sale,\nlease or exchange of all or substantially all of the corporation's property and\nassets, recommending to the stockholders a dissolution of the corporation or a\nrevocation of a dissolution, or amending the bylaws of the corporation; and,\nunless the resolution or the certificate of incorporation expressly so provide,\nno such committee shall have the power or authority to declare a dividend or to\nauthorize the issuance of stock. Such committee or committees shall have such\nname or names as may be determined from time to time by resolution adopted by\nthe Board of Directors.\n\n               Section 12. Each committee shall keep regular minutes of its\nmeetings and report the same to the Board of Directors when required.\n\n                            COMPENSATION OF DIRECTORS\n\n               Section 13. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, 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 the\n\n\n                                       8\n\n\n\ncorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings.\n\n                              REMOVAL OF DIRECTORS\n\n               Section 14. Unless otherwise restricted by the certificate of\nincorporation or bylaw, any director or the entire Board of Directors may be\nremoved, with or without cause, by the holders of a majority of shares entitled\nto 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\nthe certificate of incorporation or of these bylaws, notice is required to be\ngiven to 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 stockholder, at his address as it appears on the records of the\ncorporation, with postage thereon prepaid, and such notice shall be deemed to be\ngiven at the time when the same shall be deposited in the United States mail.\nNotice to directors may also be given by telegram.\n\n               Section 2. Whenever any notice is required to be given under the\nprovisions of the statutes or of the certificate of incorporation or of these\nbylaws, a waiver thereof in writing, signed by the person or persons entitled to\nsaid notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto.\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n\n                                       9\n\n\n\n               Section 1. The officers of the corporation shall be chosen by the\nBoard of Directors and shall be a president, treasurer and a secretary. The\nBoard of Directors may elect from among its members a Chairman of the Board and\na Vice Chairman of the Board. The Board of Directors may also choose one or more\nvice-presidents, assistant secretaries and assistant treasurers. Any number of\noffices may be held by the same person, unless the certificate of incorporation\nor these bylaws otherwise provide.\n\n               Section 2. The Board of Directors at its first meeting after each\nannual meeting of stockholders shall choose a president, a treasurer, and a\nsecretary and may choose vice presidents.\n\n               Section 3. The Board of Directors may appoint such other officers\nand agents as it shall deem necessary who shall hold their offices for such\nterms and shall exercise such powers and perform such duties as shall be\ndetermined from time to time by the board.\n\n               Section 4. The salaries of all officers and agents of the\ncorporation shall be fixed by the Board of Directors.\n\n               Section 5. The officers of the corporation shall hold office\nuntil their successors are chosen and qualify. Any officer elected or appointed\nby the Board of Directors may be removed at any time by the affirmative vote of\na majority of the Board of Directors. Any vacancy occurring in any office of the\ncorporation shall be filled by the Board of Directors.\n\n\n                                       10\n\n\n\n                            THE CHAIRMAN OF THE BOARD\n\n               Section 6. The Chairman of the Board, if any, shall preside at\nall meetings of the Board of Directors and of the stockholders at which he shall\nbe present. He shall have and may exercise such powers as are, from time to\ntime, assigned to him by the Board and as may be provided by law.\n\n               Section 7. In the absence of the Chairman of the Board, the Vice\nChairman of the Board, if any, shall preside at all meetings of the Board of\nDirectors and of the stockholders at which he shall be present. He shall have\nand may exercise such powers as are, from time to time, assigned to him by the\nBoard and as may be provided by law.\n\n                        THE PRESIDENT AND VICE-PRESIDENTS\n\n               Section 8. The president shall be the chief executive officer of\nthe corporation; and in the absence of the Chairman and Vice Chairman of the\nBoard he shall preside at all meetings of the stockholders and the Board of\nDirectors; he shall have general and active management of the business of the\ncorporation and shall see that all orders and resolutions of the Board of\nDirectors are carried into effect.\n\n               Section 9. 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               Section 10. In the absence of the president or in the event of\nhis inability or refusal to act, the vice-president, if any, (or in the event\nthere be more than one vice-president, the vice-presidents in the order\ndesignated by the directors, or in the absence of any designation,\n\n\n                                       11\n\n\n\nthen in the order of their election) shall perform the duties of the president,\nand when so acting, shall have all the powers of and be subject to all the\nrestrictions upon the president. The vice-presidents shall perform such other\nduties and have such other powers as the Board of Directors may from time to\ntime prescribe.\n\n                      THE SECRETARY AND ASSISTANT SECRETARY\n\n               Section 11. The secretary shall attend all meetings of the Board\nof Directors and all meetings of the stockholders and record all the proceedings\nof the meetings of the corporation and of the Board of Directors in a book to be\nkept for that purpose and shall perform like duties for the standing committees\nwhen required. He shall give, or cause to be given, notice of all meetings of\nthe stockholders and special meetings of the Board of Directors, and shall\nperform such other duties as may be prescribed by the Board of Directors or\npresident, under whose supervision he shall be. He shall have custody of the\ncorporate seal of the corporation and he, or an assistant secretary, shall have\nauthority to affix the same to any instrument requiring it and when so affixed,\nit may be attested by his signature or by the signature of such assistant\nsecretary. The Board of Directors may give general authority to any other\nofficer to affix the seal of the corporation and to attest the affixing by his\nsignature.\n\n               Section 12. The assistant secretary, or if there be more than\none, the assistant secretaries in the order determined by the Board of Directors\n(or if there be no such determination, then in the order of their election)\nshall, in the absence of the secretary or in the event of his inability or\nrefusal to act, perform the duties and exercise the powers of the secretary and\nshall perform such other duties and have such other powers as the board of\ndirectors may from time to time prescribe.\n\n\n                                       12\n\n\n\n                     THE TREASURER AND ASSISTANT TREASURERS\n\n               Section 13. 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 14. He shall disburse the funds of the corporation as may\nbe ordered 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 15. If required by the Board of Directors, he shall give\nthe corporation a bond (which shall be renewed every six years) in such sum and\nwith such surety or sureties as shall be satisfactory to the Board of Directors\nfor the faithful performance of the duties of his office and for the restoration\nto the corporation, in case of his death, resignation, retirement or removal\nfrom office, of all books, papers, vouchers, money and other property of\nwhatever kind in his possession or under his control belonging to the\ncorporation.\n\n               Section 16. The assistant treasurer, or if there shall be more\nthan one, the assistant treasurers in the order determined by the Board of\nDirectors (or if there be no such determination, then in the order of their\nelection) shall, in the absence of the treasurer or in the event of his\ninability or refusal to act, perform the duties and exercise the powers of the\ntreasurer and shall\n\n\n                                       13\n\n\n\nperform such other duties and have such other powers as the Board of Directors\nmay from time to time prescribe.\n\n                                   ARTICLE VI\n\n                              CERTIFICATE OF STOCK\n\n               Section 1. Every holder of stock in the corporation shall be\nentitled to have a certificate, signed by, or in the name of the corporation by,\nthe chairman or vice-chairman of the Board of Directors, or the president or a\nvice-president and the treasurer or an assistant treasurer, or the secretary or\nan assistant secretary of the corporation, certifying the number of shares owned\nby him in the corporation.\n\n               Certificates may be issued for partly paid shares and in such\ncase upon the face or back of the certificates issued to represent any such\npartly paid shares, the total amount of the consideration to be paid therefor,\nand the amount paid thereon shall be specified.\n\n               If the corporation shall be authorized to issue more than one\nclass of stock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualification, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the certificate which the corporation shall\nissue to represent such class or series of stock, provided that, except as\notherwise provided in section 202 of the General Corporation Law of Delaware, in\nlieu of the foregoing requirements, there may be set forth on the face or back\nof the certificate which the corporation shall issue to represent such class or\nseries of stock, a statement that the corporation will furnish without charge to\neach stockholder who so requests the powers, designations, preferences and\nrelative, participating,\n\n\n                                       14\n\n\n\noptional or other special rights of each class of stock or series thereof and\nthe qualifications, limitations or restrictions of such preferences and\/or\nrights.\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 such certificate is\nissued, it may be issued by the corporation with the same effect as if he were\nsuch officer, transfer agent or registrar at the date of issue.\n\n                                LOST CERTIFICATES\n\n               Section 3. The Board of Directors may direct a new certificate or\ncertificates to be issued in place of any certificate or certificates\ntheretofore issued by the corporation alleged to have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate of stock to be lost, stolen or destroyed. When authorizing such\nissue of a new certificate or certificates, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate or certificates, or his\nlegal representative, to advertise the same in such manner as it shall require\nand\/or to give the corporation a bond in such sum as it may direct as indemnity\nagainst any claim that may be made against the corporation with respect to the\ncertificate alleged to have been lost, stolen or destroyed.\n\n\n                                       15\n\n\n\n                                TRANSFER OF STOCK\n\n               Section 4. Upon surrender to the corporation or the transfer\nagent of the corporation of a certificate for shares duly endorsed or\naccompanied by proper evidence of succession, assignation or authority to\ntransfer, it shall be the duty of the corporation to issue a new certificate to\nthe person entitled thereto, cancel the old certificate and record the\ntransaction upon its books.\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 stockholder 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 nor less than ten days before the date of\nsuch meeting, nor 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\n                                       16\n\n\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                                   ARTICLE VII\n\n                               GENERAL PROVISIONS\n\n                                    DIVIDENDS\n\n               Section 1. Dividends upon the capital stock of the corporation,\nsubject to the provisions of the certificate of incorporation, if any, may be\ndeclared by the Board of Directors at any regular or special meeting, 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\nout of any funds of the corporation available for dividends such sum or sums as\nthe directors 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\npurposes 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\n                                       17\n\n\n\n                                     CHECKS\n\n               Section 3. All checks or demands for money and notes of the\ncorporation shall be signed by such officer or officers or such other person or\npersons as the Board of Directors may from time to time designate.\n\n                                   FISCAL YEAR\n\n               Section 4. The fiscal year of the corporation shall be fixed by\nresolution of the Board of Directors.\n\n                                      SEAL\n\n               Section 5. The Board of Directors may adopt a corporate seal\nhaving inscribed thereon the name of the corporation, the year of its\norganization and the words 'Corporate Seal, Delaware'. The seal may be used by\ncausing it or a facsimile thereof to be impressed or affixed or reproduced or\notherwise.\n\n                                 INDEMNIFICATION\n\n               Section 6. The corporation shall, to the fullest extent\nauthorized under the laws of the State of Delaware, as those laws may be amended\nand supplemented from time to time, indemnify any director made, or threatened\nto be made, a party to an action or proceeding, whether criminal, civil,\nadministrative or investigative, by reason of being a director of the\ncorporation or a predecessor corporation or, at the corporation's request, a\ndirector or officer of another corporation, provided, however, that the\ncorporation shall indemnify any such agent in connection with a proceeding\ninitiated by such agent only if such proceeding was authorized by the Board of\nDirectors of the corporation. The indemnification provided for in this Section 6\nshall: (i) not be deemed exclusive of any other rights to which those\nindemnified may be entitled\n\n\n                                       18\n\n\n\nunder any bylaw, agreement or vote of stockholders or disinterested directors or\notherwise, both as to action in their official capacities and as to action in\nanother capacity while holding such office, (ii) continue as to a person who has\nceased to be a director, and (iii) inure to the benefit of the heirs, executors\nand administrators of such a person. The corporation's obligation to provide\nindemnification under this Section 6 shall be offset to the extent of any other\nsource of indemnification or any otherwise applicable insurance coverage under a\npolicy maintained by the corporation or any other person.\n\n               Expenses incurred by a director of the corporation in defending a\ncivil or criminal action, suit or proceeding by reason of the fact that he is or\nwas a director of the corporation (or was serving at the corporation's request\nas a director or officer of another corporation) shall be paid by the\ncorporation in advance of the final disposition of such action, suit or\nproceeding upon receipt of an undertaking by or on behalf of such director to\nrepay such amount if it shall ultimately be determined that he is not entitled\nto be indemnified by the corporation as authorized by relevant sections of the\nGeneral Corporation Law of Delaware. Notwithstanding the foregoing, the\ncorporation shall not be required to advance such expenses to an agent who is a\nparty to an action, suit or proceeding brought by the corporation and approved\nby a majority of the Board of Directors of the corporation which alleges willful\nmisappropriation of corporate assets by such agent, disclosure of confidential\ninformation in violation of such agent's fiduciary or contractual obligations to\nthe corporation or any other willful and deliberate breach in bad faith of such\nagent's duty to the corporation or its stockholders.\n\n               The foregoing provisions of this Section 6 shall be deemed to be\na contract between the corporation and each director who serves in such capacity\nat any time while this\n\n\n                                       19\n\n\n\nbylaw is in effect, and any repeal or modification thereof shall not affect any\nrights or obligations then existing with respect to any state of facts then or\ntheretofore existing or any action, suit or proceeding theretofore or thereafter\nbrought based in whole or in part upon any such state of facts.\n\n               The Board of Directors in its discretion shall have power on\nbehalf of the corporation to indemnify any person, other than a director, made a\nparty to any action, suit or proceeding by reason of the fact that he, his\ntestator or intestate, is or was an officer or employee of the corporation.\n\n               To assure indemnification under this Section 6 of all directors,\nofficers and employees who are determined by the corporation or otherwise to be\nor to have been 'fiduciaries' of any employee benefit plan of the corporation\nwhich may exist from time to time, Section 145 of the General Corporation Law of\nDelaware shall, for the purposes of this Section 6, be interpreted as follows:\nan 'other enterprise' shall be deemed to include such an employee benefit plan,\nincluding without limitation, any plan of the corporation which is governed by\nthe Act of Congress entitled 'Employee Retirement Income Security Act of 1974,'\nas amended from time to time; the corporation shall be deemed to have requested\na person to serve an employee benefit plan where the performance by such person\nof his duties to the corporation also imposes duties on, or otherwise involves\nservices by, such person to the plan or participants or beneficiaries of the\nplan; excise taxes assessed on a person with respect to an employee benefit plan\npursuant to such Act of Congress shall be deemed 'fines.'\n\n                                  ARTICLE VIII\n\n                                   AMENDMENTS\n\n\n                                       20\n\n\n\n               Section 1. These bylaws may be altered, amended or repealed or\nnew bylaws may be adopted by the stockholders or by the Board of Directors, when\nsuch power is conferred upon the Board of Directors by the certificate of\nincorporation at any regular meeting of the stockholders or of the Board of\nDirectors or at any special meeting of the stockholders or of the Board of\nDirectors if notice of such alteration, amendment, repeal or adoption of new\nbylaws be contained in the notice of such special meeting. If the power to\nadopt, amend or repeal bylaws is conferred upon the Board of Directors by the\ncertificate or incorporation it shall not divest or limit the power of the\nstockholders to adopt, amend or repeal bylaws.\n\n\n                                       21\n\n\n\n                           CERTIFICATE OF SECRETARY OF\n\n                              REDBACK NETWORKS INC.\n\n               The undersigned, Robert V. Gunderson, Jr., hereby certifies that\nhe is the duly elected and acting Secretary of Redback Networks Inc., a Delaware\ncorporation (the 'Corporation'), and that the Bylaws attached hereto constitute\nthe Bylaws of said Corporation as duly adopted by Action by Written Consent in\nLieu of Organizational Meeting by the Directors on August 30, 1996.\n\n               IN WITNESS WHEREOF, the undersigned has hereunto subscribed his\nname this 30th day of August, 1996.\n\n                            \/s\/    Robert V. Gunderson, Jr.\n                            ------------------------------------------------  \n                            Robert V. Gunderson, Jr.\n                            Secretary\n\n\n\n                                       22\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8660],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41561","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-redback-networks-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\/41561","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=41561"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41561"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41561"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41561"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}