{"id":41566,"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-sonicwall-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-sonicwall-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-sonicwall-inc.html","title":{"rendered":"Bylaws &#8211; SonicWALL Inc."},"content":{"rendered":"<pre>\n                                   BYLAWS OF\n                                SONICWALL, INC.\n\n\n\n                          As Amended August 24, 1999\n\n \n                                    BYLAWS\n\n                                      OF\n\n                                SONICWALL, INC.\n\n\n                               TABLE OF CONTENTS\n\n\n\n                                                                                     Page\n                                                                                  \nARTICLE I - OFFICES..............................................................       1\n     1.01   Principal Office.....................................................       1\n     1.02   Other Offices........................................................       1\n\nARTICLE II - MEETINGS OF SHAREHOLDERS............................................       1\n     2.01   Place of Meetings....................................................       1\n     2.02   Annual Meetings of Shareholders......................................       1\n     2.03   Special Meetings.....................................................       1\n     2.04   Notice of Shareholders' Meetings.....................................       2\n     2.05   Manner of Giving Notice; Affidavit of Notice.........................       2\n     2.06   Quorum...............................................................       3\n     2.07   Adjourned Meeting and Notice Thereof.................................       3\n     2.08   Voting...............................................................       3\n     2.09   Waiver of Notice or Consent by Absent Shareholders...................       5\n     2.10   Shareholder Action by Written Consent Without a Meeting..............       5\n     2.11   Record Date for Shareholder Notice, Voting and Giving Consents.......       5\n     2.12   Proxies..............................................................       5\n     2.13   Inspectors of Election...............................................       6\n     2.14   Advance Notice of Shareholder Proposals and Director Nominations.....       6\n\nARTICLE III - DIRECTORS..........................................................       7\n     3.01   Powers...............................................................       7\n     3.02   Number and Qualification of Directors................................       8\n     3.03   Election and Term of Office of Directors.............................       8\n     3.04   Vacancies............................................................       8\n     3.05   Place of Meetings and Telephonic Meetings............................       9\n     3.06   Annual Meetings......................................................       9\n     3.07   Other Regular Meetings...............................................       9\n     3.08   Special Meetings.....................................................       9\n     3.09   Quorum...............................................................      10\n \n\n                                       i\n\n \n \n                                                                                     \n     3.10   Waiver of Notice.....................................................      10\n     3.11   Adjournment..........................................................      10\n     3.12   Notice of Adjournment................................................      10\n     3.13   Action Without Meeting...............................................      10\n     3.14   Fees and Compensation of Directors...................................      10\n\nARTICLE IV - COMMITTEES..........................................................      11\n     4.01   Committees of Directors..............................................      11\n     4.02   Meetings and Action of Committees....................................      11\n\nARTICLE V - OFFICERS.............................................................      12\n     5.01   Officers.............................................................      12\n     5.02   Election of Officers.................................................      12\n     5.03   Subordinate Officers, Etc............................................      12\n     5.04   Removal and Resignation of Officers..................................      12\n     5.05   Vacancies in Offices.................................................      12\n     5.06   Chairman of the Board................................................      13\n     5.07   President............................................................      13\n     5.08   Vice Presidents......................................................      13\n     5.09   Secretary............................................................      13\n     5.10   Chief Financial Officer..............................................      14\n\nARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS,EMPLOYEES AND OTHER AGENTS...      14\n     6.01   Indemnification of Directors and Officers............................      14\n     6.02   Indemnification of Others............................................      14\n     6.03   Advance of Expenses..................................................      15\n     6.04   Other Contractual Rights.............................................      15\n     6.05   Limitations..........................................................      15\n     6.06   Insurance............................................................      15\n     6.07   Fiduciaries of Corporate Employee Benefit Plans......................      15\n     6.08   Other Indemnification................................................      16\n\nARTICLE VII - RECORDS AND REPORTS................................................      16\n     7.01   Maintenance and Inspection of Share Register.........................      16\n     7.02   Maintenance and Inspection of Bylaws.................................      16\n     7.03   Maintenance and Inspection of Other Corporate Records................      16\n     7.04   Inspection by Directors..............................................      17\n     7.05   Annual Report to Shareholders........................................      17\n     7.06   Financial Statements.................................................      17\n     7.07   Annual Statement of General Information..............................      18\n\nARTICLE VIII - CORPORATE LOANS AND GUARANTEES....................................      18\n     8.01   Shareholder Approval.................................................      18\n     8.02   Board Approval.......................................................      18\n \n\n                                      ii\n\n \n \n                                                                                     \nARTICLE IX - GENERAL CORPORATE MATTERS...........................................      19\n     9.01   Record Date for Purposes Other Than Notice and Voting................      19\n     9.02   Checks, Drafts, Evidences of Indebtedness............................      19\n     9.03   Corporate Contracts and Instruments; How Executed....................      19\n     9.04   Certificates for Shares..............................................      19\n     9.05   Lost Certificates....................................................      20\n     9.06   Representation of Shares of Other Corporations.......................      20\n     9.07   Construction and Definitions.........................................      20\n\nARTICLE X - AMENDMENTS...........................................................      20\n     10.01  Amendment by Shareholders............................................      20\n     10.02  Amendment by Directors...............................................      20\n\nCERTIFICATE OF SECRETARY.........................................................      21\n\n\n                                      iii\n\n \n                                    BYLAWS\n                                      OF\n                                SONICWALL, INC.\n\n\n                                   ARTICLE I\n                                    OFFICES\n\n     1.01  Principal Office. The Board of Directors shall fix the location of \n           ----------------                                                \nthe principal executive office of the corporation at any place within or outside\nthe State of California. If the principal executive office is located outside\nthis state, and the corporation has one or more business offices in this state,\nthe Board of Directors shall likewise fix and designate a principal business\noffice in the State of California.\n\n     1.02  Other Offices. The Board of Directors may at any time establish \n           -------------                                                   \nbranch or subordinate offices at any place or places where the corporation is\nqualified to do business.\n\n\n                                  ARTICLE II\n                           MEETINGS OF SHAREHOLDERS\n\n     2.01  Place of Meetings. Meetings of shareholders shall be held at any \n           -----------------                                            \nplace within or outside the State of California designated by the Board of\nDirectors. In the absence of any such designation, shareholders' meetings shall\nbe held at the principal executive office of the corporation.\n\n     2.02  Annual Meetings of Shareholders. The annual meeting of shareholders \n           -------------------------------                        \nshall be held each year on a date and at a time designated by the Board of\nDirectors. At each annual meeting directors shall be elected, and any other\nproper business may be transacted.\n\n     2.03  Special Meetings. A special meeting of the shareholders may be \n           ----------------                                               \ncalled at any time by the Board of Directors, or by the Chairman of the Board,\nor by the President, or by one or more shareholders holding shares in the\naggregate entitled to cast not less than ten percent (10%) of the votes at any\nsuch meeting.\n\n           If a special meeting is called by any person or persons other than\nthe Board of Directors, the request shall be in writing, specifying the time of\nsuch meeting and the general nature of the business proposed to be transacted,\nand shall be delivered personally or sent by registered mail or by telegraphic\nor other facsimile transmission to the Chairman of the Board, the President, any\nVice President or the Secretary of the corporation. The officer receiving such\nrequest forthwith shall cause notice to be given to the shareholders entitled to\nvote, in accordance with the provisions of Sections 2.04 and 2.05, that a\nmeeting will be held at the time requested by the person or persons calling the\nmeeting, not less than thirty-five (35) nor more than sixty (60) days after the\nreceipt of the request. If the notice is not given within twenty (20) days after\n\n                                       1\n\n \nreceipt of the request, the person or persons requesting the meeting may give\nthe notice. Nothing contained in this paragraph of this Section 2.03 shall be\nconstrued as limiting, fixing or affecting the time when a meeting of\nshareholders called by action of the Board of Directors may be held.\n\n     2.04  Notice of Shareholders' Meetings. All notices of meetings of\n           --------------------------------                             \nshareholders shall be sent or otherwise given in accordance with Section 2.05\nnot less than ten (10) nor more than sixty (60) days before the date of the\nmeeting being noticed. The notice shall specify the place, date and hour of the\nmeeting and (i) in the case of a special meeting, the general nature of the\nbusiness to be transacted, or (ii) in the case of the annual meeting those\nmatters which the Board of Directors, at the time of giving the notice, intends\nto present for action by the shareholders. The notice of any meeting at which\ndirectors are to be elected shall include the name of any nominee or nominees\nwhich, at the time of the notice, management intends to present for election.\n\n           If action is proposed to be taken at any meeting for approval of (i)\na contract or transaction in which a director has a direct or indirect financial\ninterest, pursuant to Section 310 of the Corporations Code of California, (ii)\nan amendment of the Articles of Incorporation, pursuant to Section 902 of such\nCode, (iii) a reorganization of the corporation, pursuant to Section 1201 of\nsuch Code, (iv) a voluntary dissolution of the corporation, pursuant to Section\n1900 of such Code, or (v) a distribution in dissolution other than in accordance\nwith the rights of outstanding preferred shares pursuant to Section 2007 of such\nCode, the notice shall also state the general nature of such proposal.\n\n     2.05  Manner of Giving Notice; Affidavit of Notice. Notice of any meeting \n           --------------------------------------------                \nof shareholders shall be given either personally or by first-class mail or\ntelegraphic or other written communication, charges prepaid, addressed to the\nshareholder at the address of such shareholder appearing on the books of the\ncorporation or given by the shareholder to the corporation for the purpose of\nnotice. If no such address appears on the corporation's books or has been so\ngiven, notice shall be deemed to have been given if sent by first-class mail or\ntelegraphic or other written communication to the corporation's principal\nexecutive office, or if published at least once in a newspaper of general\ncirculation in the county where such office is located. Notice shall be deemed\nto have been given at the time when delivered personally or deposited in the\nmail or sent by telegram or other means of written communication.\n\n           If any notice addressed to a shareholder at the address of such\nshareholder appearing on the books of the corporation is returned to the\ncorporation by the United States Postal Service marked to indicate that the\nUnited States Postal Service is unable to deliver the notice to the shareholder\nat such address, all future notices or reports shall be deemed to have been duly\ngiven without further mailing if the same shall be available to the shareholder\nupon written demand of the shareholder at the principal executive office of the\ncorporation for a period of one (1) year from the date of the giving of such\nnotice.\n\n           An affidavit of the mailing or other means of giving any notice of\nany shareholders' meeting shall be executed by the Secretary, Assistant\nSecretary or any transfer agent of the corporation giving such notice, and shall\nbe filed and maintained in the minute book of the corporation.\n\n                                       2\n\n \n     2.06  Quorum. The presence in person or by proxy of the holders of a\n           ------                                                         \nmajority of the shares entitled to vote at any meeting of shareholders shall\nconstitute a quorum for the transaction of business.  The shareholders present\nat a duly called or held meeting at which a quorum is present may continue to do\nbusiness until adjournment, notwithstanding the withdrawal of enough\nshareholders to leave less than a quorum, if any action taken (other than\nadjournment) is approved by at least a majority of the shares required to\nconstitute a quorum.\n\n     2.07  Adjourned Meeting and Notice Thereof. Any shareholders' meeting, \n           ------------------------------------                    \nannual or special, whether or not a quorum is present, may be adjourned from\ntime to time by the vote of the majority of the shares represented at such\nmeeting, either in person or by proxy, but in the absence of a quorum, no other\nbusiness may be transacted at such meeting, except as provided in Section 2.06.\n\n           When any meeting of shareholders, either annual or special, is\nadjourned to another time or place, notice need not be given of the adjourned\nmeeting if the time and place thereof are announced at a meeting at which the\nadjournment is taken, unless a new record date for the adjourned meeting is\nfixed, or unless the adjournment is for more than forty-five (45) days from the\ndate set for the original meeting, in which case the Board of Directors shall\nset a new record date. Notice of any such adjourned meeting, if required, shall\nbe given to each shareholder of record entitled to vote at the adjourned meeting\nin accordance with the provisions of Sections 2.04 and 2.05. At any adjourned\nmeeting, the corporation may transact any business which might have been\ntransacted at the original meeting.\n\n     2.08  Voting. The shareholders entitled to vote at any meeting of\n           ------                                                      \nshareholders shall be determined in accordance with the provisions of Section\n2.11, subject to the provisions of Sections 702 and 704, inclusive, of the\nCorporations Code of California (relating to voting shares held by a fiduciary,\nin the name of a corporation or in joint ownership). Such vote may be by voice\nvote or by ballot; provided, however, that all elections for directors must be\nby ballot upon demand by a shareholder at any election and before the voting\nbegins. Any shareholder entitled to vote on any matter (other than the election\nof directors) may vote part of the shares in favor of the proposal and refrain\nfrom voting the remaining shares or vote them against the proposal, but, if the\nshareholder fails to specify the number of shares such shareholder is voting\naffirmatively, it will be conclusively presumed that the shareholder's approving\nvote is with respect to all shares such shareholder is entitled to vote. If a\nquorum is present, the affirmative vote of the majority of the shares\nrepresented at the meeting and entitled to vote on any matter (other than the\nelection of directors) shall be the act of the shareholders, unless the vote of\na greater number or voting by classes is required by the California General\nCorporation Law or the Articles of Incorporation.\n\n           At a shareholders' meeting involving the election of directors, no\nshareholder shall be entitled to cumulate votes (i.e., cast for any one or more\ncandidates a number of votes greater than the number of the shareholder's\nshares) unless such candidate or candidates' names have been placed in\nnomination prior to commencement of the voting and a shareholder has given\nnotice prior to commencement of the voting of the shareholder's intention to\ncumulate votes. If any shareholder has given such notice, then every shareholder\nentitled to vote may\n\n                                       3\n\n \ncumulate such shareholder's votes for candidates in nomination and give one\ncandidate a number of votes equal to the number of directors to be elected\nmultiplied by the number of votes to which such shareholder's shares are\nentitled, or distribute the shareholder's votes on the same principle among any\nor all of the candidates, as the shareholder thinks fit. The candidates\nreceiving the highest number of votes, up to the number of directors to be\nelected, shall be elected. On and after the date upon which this corporation\nbecomes a 'listed corporation' as defined in Section 301.5 of the Corporations\nCode of California, cumulative voting shall no longer be available to the\nshareholders and the immediately preceding paragraph shall no longer be\napplicable.\n\n     2.09  Waiver of Notice or Consent By Absent Shareholders. The transactions\n           --------------------------------------------------                   \nof any meeting of shareholders, either annual or special, however called and\nnoticed, and wherever held, shall be as valid as though had at a meeting duly\nheld after regular call and notice, if a quorum be present either in person or\nby proxy, and if, either before or after the meeting, each person entitled to\nvote, not present in person or by proxy, signs a written waiver of notice or a\nconsent to a holding of the meeting, or an approval of the minutes thereof. The\nwaiver of notice or consent need not specify either the business to be\ntransacted or the purpose of any annual or special meeting of shareholders,\nexcept that if action is taken or proposed to be taken for approval of any of\nthose matters specified in the second paragraph of Section 2.04, the waiver of\nnotice or consent shall state the general nature of such proposal. All such\nwaivers, consents or approvals shall be filed with the corporate records or made\na part of the minutes of the meeting.\n\n           Attendance of a person at a meeting shall also constitute a waiver of\nnotice of such meeting, except when the person objects, at the beginning of the\nmeeting, to the transaction of any business because the meeting is not lawfully\ncalled or convened, and except that attendance at the meeting is not a waiver of\nany right to object to the consideration of matters not included in the notice\nof the meeting if such objection is expressly made at the meeting.\n\n     2.10  Shareholder Action By Written Consent Without a Meeting. Any action \n           -------------------------------------------------------      \nwhich may be taken at any annual or special meeting of shareholders may be taken\nwithout a meeting and without prior notice, if a consent in writing, setting\nforth the action so taken, is signed by the holders of outstanding shares 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. In the case of election of directors, such consent shall\nbe effective only if signed by the holders of all outstanding shares entitled to\nvote for the election of directors; provided, however, that a director may be\nelected at any time to fill a vacancy not filled by the directors by the written\nconsent of the holders of a majority of the outstanding shares entitled to vote\nfor the election of directors. All such consents shall be filed with the\nSecretary of the corporation and shall be maintained in the corporate records.\nAny shareholder giving a written consent, or the shareholder's proxy holders, or\na transferee of the shares or a personal representative of the shareholder or\ntheir respective proxy holder, may revoke the consent by a writing received by\nthe Secretary of the corporation prior to the time that written consents of the\nnumber of shares required to authorize the proposed action have been filed with\nthe Secretary.\n\n           If the consents of all shareholders entitled to vote have not been\nsolicited in writing, and if the unanimous written consent of all such\nshareholders shall not have been\n\n                                       4\n\n \nreceived, the secretary shall give prompt notice of the corporate action\napproved by the shareholders without a meeting. Such notice shall be given in\nthe manner specified in Section 2.05. In the case of approval of (i) contracts\nor transactions in which a director has a direct or indirect financial interest,\npursuant to Section 310 of the Corporations Code of California, (ii)\nindemnification of agents of the corporation, pursuant to Section 317 of such\nCode, (iii) a reorganization of the corporation, pursuant to Section 1201 of\nsuch Code, or (iv) a distribution in dissolution other than in accordance with\nthe rights of outstanding preferred shares pursuant to Section 2007 of such\nCode, such notice shall be given at least ten (10) days before the consummation\nof any such action authorized by any such approval. On and after the date upon \nwhich this corporation becomes a 'listed corporation' as defined in Section \n301.5 of the Corporations Code of California, this Section 2.10 shall be deleted\nin its entirety.\n\n     2.11  Record Date for Shareholder Notice, Voting and Giving Consents. For\n           --------------------------------------------------------------      \npurposes of determining the shareholders entitled to notice of any meeting or to\nvote or entitled to give consent to corporate action without a meeting, the\nBoard of Directors may fix, in advance, a record date, which shall not be more\nthan sixty (60) days nor less than ten (10) days prior to the date of any such\nmeeting nor more than sixty (60) days prior to such action without a meeting,\nand in such case only shareholders of record on the date so fixed are entitled\nto notice and to vote or to give consents, as the case may be, notwithstanding\nany transfer of any shares of the books of the corporation after the record date\nfixed as aforesaid, except as otherwise provided in the California General\nCorporation Law.\n\n           If the Board of Directors does not so fix a record date:\n\n           (a)  The record date for determining shareholders entitled to notice\nof or to vote at a meeting of shareholders shall be at the close of business on\nthe business day next preceding the day on which notice is given or, if notice\nis waived, at the close of business on the business day next preceding the day\non which the meeting is held.\n\n           (b)  The record date for determining shareholders entitled to give\nconsent to corporate action in writing without a meeting, (i) when no prior\naction by the Board has been taken, shall be the day on which the first written\nconsent is given, or (ii) when prior action of the Board has been taken, shall\nbe at the close of business on the day on which the Board adopts the resolution\nrelating thereto, or the sixtieth (60th) day prior to the date of such other\naction, whichever is later.\n\n     2.12  Proxies. Every person entitled to vote for directors or on any other\n           -------                                                              \nmatter shall have the right to do so either in person or by one or more agents\nauthorized by a written proxy signed by the person and filed with the Secretary\nof the corporation. A proxy shall be deemed signed if the shareholder's name is\nplaced on the proxy (whether by manual signature, typewriting, telegraphic\ntransmission or otherwise) by the shareholder or the shareholder's attorney-in-\nfact. A validly executed proxy which does not state that it is irrevocable shall\ncontinue in full force and effect unless (i) revoked by the person executing it,\nprior to the vote pursuant thereto, by a writing delivered to the corporation\nstating that the proxy is revoked or by a subsequent proxy executed by, or\nattendance at the meeting and voting in person by, the person executing the\nproxy; or (ii) written notice of the death or incapacity of the maker of such\nproxy is received by the corporation before the vote pursuant thereto is\ncounted; provided, however, that no such proxy shall be valid after the\nexpiration of eleven (11) months from the date of such\n\n                                       5\n\n \nproxy, unless otherwise provided in the proxy. The revocability of a proxy that\nstates on its face that it is irrevocable shall be governed by the provisions of\nSection 705(e) and (f) of the Corporations Code of California.\n\n     2.13  Inspectors of Election. Before any meeting of shareholders, the\n           ----------------------                                          \nBoard of Directors may appoint any persons other than nominees for office to act\nas inspectors of election at the meeting or its adjournment. If no inspectors of\nelection are so appointed, the chairman of the meeting may, and on the request\nof any shareholder or a shareholder's proxy shall, appoint inspectors of\nelection at the meeting. The number of inspectors shall be either one (1) or\nthree (3). If inspectors are appointed at a meeting on the request of one or\nmore shareholders or proxies, the holders of a majority of shares or their\nproxies present at the meeting shall determine whether one (1) or three (3)\ninspectors are to be appointed. If any person appointed as inspector fails to\nappear or fails or refuses to act, the chairman of the meeting may, and upon the\nrequest of any shareholder or a shareholder's proxy shall, appoint a person to\nfill such vacancy.\n\n           The duties of these inspectors shall be as follows:\n\n           (a)  Determine the number of shares outstanding and the voting power\nof each, the shares represented at the meeting, the existence of a quorum, and\nthe authenticity, validity and effect of proxies;\n\n           (b)  Receive votes, ballots or consents;\n\n           (c)  Hear and determine all challenges and questions in any way\narising in connection with the right to vote;\n\n           (d)  Count and tabulate all votes or consents;\n\n           (e)  Determine when the polls shall close;\n\n           (f)  Determine the result; and\n\n           (g)  Do any other acts that may be proper to conduct the election or\nvote with fairness to all shareholders.\n\n     2.14  Advance Notice of Shareholder Proposals and Director Nominations.\n           ----------------------------------------------------------------  \nShareholders may nominate one or more persons for elections as directors at a\nmeeting of shareholders or propose business to be brought before a meeting of\nshareholders, or both, only if such shareholder has given timely notice in\nproper written form of such shareholder's intent to make such nomination or\nnominations or to propose such business. To be timely, a shareholder's notice\nmust be received by the Secretary of the Corporation not later than sixty (60)\ndays prior to such meeting; provided, however, that in the event less than\nseventy (70) days' notice or prior public disclosure of the date of the meeting\nis given or made to shareholders, notice by such shareholder to be timely must\nbe so received not later than the close of business on the 10th day following\nthe day on which such notice of the date of the meting was mailed or such public\ndisclosure was made. To be in proper written form a shareholder's notice to the\n\n                                       6\n\n \nSecretary shall set forth (i) the name and address of the shareholder who\nintends to make the nominations or propose the business and, as the case may be,\nof the person or persons to be nominated or of the business to be proposed, (ii)\na representation that the shareholder is a holder of record of stock of the\ncorporation that indends to vote such stock at such meeting and, if applicable,\nintends to appear in person or by proxy at the meeting to nominate the person or\npersons specified in the notice, (iii) if applicable, a description of all\narrangements or understandings between the shareholder and each nominee or any\nother person or persons (naming such person or persons) pursuant to which the\nnomination or nominations are to be made by the shareholder, (iv) such other\ninformation regarding each nominee or each matter of business to be proposed by\nsuch shareholder as would be required to be included in a proxy statement filed\npursuant to Regulation 14A promulgated by the Securities and Exchange Commission\npursuant to the Securities Exchange Act of 1934 had the nominee been nominated,\nor intended to be nominated, or the matter been proposed, or intended to be\nproposed, by the Board of Directors of the Corporation and (v) if applicable,\nthe consent of each nominee as director of the corporation if so elected. The\nchairman of a meeting of shareholders may refuse to acknowledge the nomination\nof any person or the proposal of any business not made in compliance with the\nforegoing procedure.\n\n                                  ARTICLE III\n                                   DIRECTORS\n\n     3.01  Powers. Subject to the provisions of the California General\n           ------                                                      \nCorporation Law and any limitations in the Articles of Incorporation and these\nBylaws relating to action required to be approved by the shareholders or by the\noutstanding shares, the business and affairs of the corporation shall be managed\nand all corporate powers shall be exercised by or under the direction of the\nBoard of Directors.\n\n           Without prejudice to such general powers, but subject to the same\nlimitations, it is hereby expressly declared that the directors shall have the\npower and authority to:\n\n          (a)  Select and remove all officers, agents and employees of the\ncorporation, prescribe such powers and duties for them as may not be\ninconsistent with law, the Articles of Incorporation or these Bylaws, fix their\ncompensation and require from them security for faithful service.\n\n           (b)  Change the principal executive office or the principal business\noffice in the State of California from one location to another; cause the\ncorporation to be qualified to do business in any other state, territory,\ndependency or foreign country and conduct business within or outside the State\nof California; designate any place within or without the state for the holding\nof any shareholders' meeting or meetings, including annual meetings; adopt, make\nand use a corporate seal, and prescribe the forms of certificates of stock, and\nalter the form of such seal and of such certificates from time to time as in\ntheir judgment they may deem best, provided that such forms shall at all times\ncomply with the provisions of law.\n\n           (c)  Authorize the issuance of shares of stock of the corporation\nfrom time to time, upon such terms as may be lawful, in consideration of money\npaid, labor done or services\n\n                                       7\n\n \nactually rendered, debts or securities cancelled or tangible or intangible\nproperty actually received.\n\n           (d)  Borrow money and incur indebtedness for the purposes of the\ncorporation, and cause to be executed and delivered therefor, in the corporate\nname, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,\nhypothecations or other evidences of debt and securities therefor.\n\n     3.02  Number and Qualification of Directors. The number of directors of \n           -------------------------------------                             \nthe corporation shall not be less than four (4) nor more than seven (7). The\nexact number of directors shall be five (5) until changed, within the limits\nspecified above, by a resolution adopted by the majority of the Board. Such\nminimum and maximum number of directors may be changed, or a definite number\nfixed without provision for any indefinite number, by an amendment to this Bylaw\nduly adopted by the vote or written consent of holders of a majority of the\noutstanding shares entitled to vote; provided, however, that an amendment\nreducing the number or the minimum number of directors to a number less than\nfive (5) cannot be adopted if the votes cast against its adoption at a meeting\nof the shareholders, or the shares not consenting, in the case of action by\nwritten consent, are equal to more than sixteen and two-thirds percent (16-2\/3%)\nof the outstanding shares entitled to vote. No amendment may change the stated\nmaximum number of authorized directors to a number greater than two (2) times\nthe stated minimum number of directors minus one (1).\n\n     3.03  Election and Term of Office of Directors. Directors shall be elected\n           ----------------------------------------                             \nat each annual meeting of the shareholders to hold office until the next annual\nmeeting. Each director, including a director elected to fill a vacancy, shall\nhold office until the expiration of the term for which elected and until a\nsuccessor has been elected and qualified.\n\n     3.04  Vacancies. Vacancies in the Board of Directors may be filled by\n           ---------                                                       \napproval of the Board or, if the number of directors then in office is less than\na quorum, by (i) the unanimous written consent of the directors then in office,\n(ii) the affirmative vote of a majority of the directors then in office at a\nmeeting held pursuant to notice or waivers of notice complying with Section 307\nor (iii) a sole remaining director, except that a vacancy created by the removal\nof a director by the vote or written consent of the shareholders or by court\norder may be filled only by the vote of a majority of the shares entitled to\nvote represented at a duly held meeting at which a quorum is present, or by the\nwritten consent of holders of a majority of the outstanding shares entitled to\nvote. Each director so elected shall hold office until the next annual meeting\nof the shareholders and until a successor has been elected and qualified.\n\n           A vacancy or vacancies in the Board of Directors shall be deemed to\nexist in the case of the death, resignation or removal of any director, or if\nthe Board of Directors by resolution declares vacant the office of a director\nwho has been declared of unsound mind by an order of court or convicted of a\nfelony, or if the authorized number of directors be increased, or if the\nshareholders fail, at any meeting of shareholders at which any director or\ndirectors are elected, to elect the full authorized number of directors to be\nvoted for at that meeting.\n\n                                       8\n\n \n           The shareholders may elect a director or directors at any time to\nfill any vacancy or vacancies not filled by the directors, but any such election\nby written consent shall require the consent of a majority of the outstanding\nshares entitled to vote.\n\n           Any director may resign upon giving written notice to the Chairman of\nthe Board, the President, the Secretary or the Board of Directors. A resignation\nshall be effective upon the giving of the notice, unless the notice specifies a\nlater time for its effectiveness. If the resignation of a director is effective\nat a future time, the Board of Directors may elect a successor to take office\nwhen the resignation becomes effective.\n\n           No reduction of the authorized number of directors shall have the\neffect of removing any director prior to the expiration of his term of office.\n\n     3.05  Place of Meetings and Telephonic Meetings. Regular meetings of the\n           -----------------------------------------                          \nBoard of Directors may be held at any place within or without the State that has\nbeen designated from time to time by resolution of the Board. In the absence of\nsuch designation, regular meetings shall be held at the principal executive\noffice of the corporation. Special meetings of the Board shall be held at any\nplace within or without the State that has been designated in the notice of the\nmeeting or, if not stated in the notice or if there is no notice, at the\nprincipal executive office of the corporation. Any meeting, regular or special,\nmay be held by conference telephone or similar communication equipment, so long\nas all directors participating in such meeting can hear one another, and all\nsuch directors shall be deemed to be present in person at such meeting.\n\n     3.06  Annual Meetings. Immediately following each annual meeting of\n           ---------------                                               \nshareholders, the Board of Directors shall hold a regular meeting for the\npurpose of organization, any desired election of officers and the transaction of\nother business. Notice of this meeting shall not be required.\n\n     3.07  Other Regular Meetings. Other regular meetings of the Board of\n           ----------------------                                         \nDirectors shall be held without call at such time as shall from time to time be\nfixed by the Board of Directors. Such regular meetings may be held without\nnotice.\n\n     3.08  Special Meetings. Special meetings of the Board of Directors for any\n           ----------------                                                     \npurpose or purposes may be called at any time by the Chairman of the Board or\nthe President or any Vice President or Secretary or any two (2) directors.\n\n           Notice of the time and place of special meetings shall be delivered\npersonally or by telephone to each director or sent by first-class mail or\ntelegram, charges prepaid, addressed to each director at his or her address as\nit is shown upon the records of the corporation. In case such notice is mailed,\nit shall be deposited in the United States mail at least four (4) days prior to\nthe time of the holding of the meeting. In case such notice is delivered\npersonally, or by telephone or telegram, it shall be delivered personally or by\ntelephone or to the telegraph company at least forty-eight (48) hours prior to\nthe time of the holding of the meeting. Any oral notice given personally or by\ntelephone may be communicated to either the director or to a person at the\noffice of the director who the person giving the notice has reason to believe\nwill\n\n                                       9\n\n \npromptly communicate it to the director. The notice need not specify the purpose\nof the meeting or the place if the meeting is to be held at the principal\nexecutive office of the corporation.\n\n     3.09  Quorum. A majority of the authorized number of directors shall\n           ------                                                         \nconstitute a quorum for the transaction of business, except to adjourn as\nhereinafter provided. Every act or decision done or made by a majority of the\ndirectors present at a meeting duly held at which a quorum is present shall be\nregarded as the act of the Board of Directors, subject to the provisions of\nSection 310 of the Corporations Code of California (approval of contracts or\ntransactions in which a director has a direct or indirect material financial\ninterest), Section 311 (appointment of committees), and Section 317(e)\n(indemnification of directors). A meeting at which a quorum is initially present\nmay continue to transact business notwithstanding the withdrawal of directors,\nif any action taken is approved by at least a majority of the required quorum\nfor such meeting.\n\n     3.10  Waiver of Notice. The transactions of any meeting of the Board of\n           ----------------                                                  \nDirectors, however called and noticed or wherever held, shall be as valid as\nthough had at a meeting duly held after regular call and notice if a quorum be\npresent and if, either before or after the meeting, each of the directors not\npresent signs a written waiver of notice, a consent to holding the meeting or an\napproval of the minutes thereof. The waiver of notice or consent need not\nspecify the purpose of the meeting. All such waivers, consents and approvals\nshall be filed with the corporate records or made a part of the minutes of the\nmeeting. Notice of a meeting shall also be deemed given to any director who\nattends the meeting without protesting, prior thereto or at its commencement,\nthe lack of notice to such director.\n\n     3.11  Adjournment. A majority of the directors present, whether or not\n           -----------                                                      \nconstituting a quorum, may adjourn any meeting to another time and place.\n\n     3.12  Notice of Adjournment. Notice of the time and place of holding an\n           ---------------------                                             \nadjourned meeting need not be given, unless the meeting is adjourned for more\nthan twenty-four (24) hours, in which case notice of such time and place shall\nbe given prior to the time of the adjourned meeting, in the manner specified in\nSection 3.08, to the directors who were not present at the time of the\nadjournment.\n\n     3.13  Action Without Meeting. Any action required or permitted to be taken\n           ----------------------                                               \nby the Board of Directors may be taken without a meeting, if all members of the\nBoard shall individually or collectively consent in writing to such action. Such\naction by written consent shall have the same force and effect as a unanimous\nvote of the Board of Directors. Such written consent or consents shall be filed\nwith the minutes of the proceedings of the Board.\n\n     3.14  Fees and Compensation of Directors. Directors and members of\n           ----------------------------------                           \ncommittees may receive such compensation, if any, for their services, and such\nreimbursement of expenses, as may be fixed or determined by resolution of the\nBoard of Directors. Nothing herein contained shall be construed to preclude any\ndirector from serving the corporation in any other capacity as an officer,\nagent, employee or otherwise, and receiving compensation for such services.\n\n                                       10\n\n \n                                  ARTICLE IV\n                                  COMMITTEES\n\n     4.01  Committees of Directors. The Board of Directors may, by resolution\n           -----------------------                                            \nadopted by a majority of the authorized number of directors, designate one (1)\nor more committees, each consisting of two (2) or more directors, to serve at\nthe pleasure of the Board. The Board may designate one (1) or more directors as\nalternate members of any committee, who may replace any absent member at any\nmeeting of the committee. Any such committee, to the extent provided in the\nresolution of the Board, shall have all the authority of the Board, except with\nrespect to:\n\n           (a)  the approval of any action which, under the General Corporation\nLaw of California, also requires shareholders' approval or approval of the\noutstanding shares;\n\n           (b)  the filling of vacancies on the Board of Directors or in any\ncommittee;\n\n           (c)  the fixing of compensation of the directors for serving on the\nBoard or on any committee;\n\n           (d)  the amendment or repeal of Bylaws or the adoption of new Bylaws;\n\n           (e)  the amendment or repeal of any resolution of the Board of\nDirectors which by its express terms is not so amendable or repealable;\n\n           (f)  a distribution to the shareholders of the corporation, except at\na rate or in a periodic amount or within a price range determined by the Board\nof Directors; or\n\n           (g)  the appointment of any other committees of the Board of\nDirectors or members thereof.\n\n     4.02  Meetings and Action of Committees. Meetings and actions of \n           ---------------------------------                          \ncommittees shall be governed by, and held and taken in accordance with, the\nprovisions of Article III of these Bylaws, Section 3.05 (place of meetings),\n3.07 (regular meetings), 3.08 (special meetings and notice), 3.09 (quorum), 3.10\n(waiver of notice), 3.11 (adjournment), 3.12 (notice of adjournment) and 3.13\n(action without meeting), with such changes in the context of those Bylaws as\nare necessary to substitute the committee and its members for the Board of\nDirectors and its members, except that the time of regular meetings of\ncommittees may be determined by resolution of the Board of Directors as well as\nthe committee, special meetings of committees may also be called by resolution\nof the Board of Directors and notice of special meetings of committees shall\nalso be given to all alternate members, who shall have the right to attend all\nmeetings of the committee. The Board of Directors may adopt rules for the\ngovernment of any committee not inconsistent with the provisions of these\nBylaws.\n\n     4.03  Compensation Committee. The Compensation Committee (the 'Committee')\n           ----------------------                                               \nshall be designated by the Board of Directors. The Committee shall have\nexclusive power to set and approve the salaries and other compensation\nincluding, but not limited to any equity (including stock or stock options), to\nbe paid or granted to any officer, director or Significant\n\n                                       11\n\n \nShareholder (as defined in that certain Series A Preferred Stock Purchase\nAgreement dated as of February 19, 1999) of the corporation and shall consist of\nthree non-employee directors of the Board as follows: one (1) non-employee\ndirector elected by the Series A Preferred shareholders pursuant to that certain\nVoting Agreement dated as of February 19, 1999, one (1) independent non-employee\ndirector and one (1) additional non-employee director of the corporation. The\nCommittee's actions and meeting shall be governed by Section 4.02 of these\nBylaws. On and after the date upon which this corporation becomes a 'listed\ncorporation' as defined in Section 301.5 of the Corporation Code of California,\nthis paragraph shall no longer be applicable.\n\n                                   ARTICLE V\n                                   OFFICERS\n\n     5.01  Officers. The officers of the corporation shall be a President, a\n           --------                                                          \nSecretary and Chief Financial Officer. The corporation may also have, at the\ndiscretion of the Board of Directors, a Chairman of the Board, one or more Vice\nPresidents, one or more Assistant Secretaries, one or more Assistant Treasurers\nand such other officers as may be appointed in accordance with the provisions of\nSection 5.03. Any number of offices may be held by the same person.\n\n     5.02  Election of Officers. The officers of the corporation, except such\n           --------------------                                               \nofficers as may be appointed in accordance with the provisions of Section 5.03,\nshall be chosen by the Board of Directors, and each shall serve at the pleasure\nof the Board, subject to the rights, if any, of an officer under any contract of\nemployment.\n\n     5.03  Subordinate Officers, Etc. The Board of Directors may appoint, and\n           -------------------------                                          \nmay empower the President to appoint, such other officers as the business of the\ncorporation may require, each of whom shall hold office for such period, have\nsuch authority and perform such duties as are provided in the Bylaws or as the\nBoard of Directors may from time to time determine.\n\n     5.04  Removal and Resignation of Officers. Subject to the rights, if any,\n           -----------------------------------                                 \nof an officer under any contract of employment, any officer may be removed,\neither with or without cause, by the Board of Directors, at any regular or\nspecial meeting thereof, or, except in case of an officer chosen by the Board of\nDirectors, by any officer upon whom such power of removal may be conferred by\nthe Board of Directors.\n\n           Any officer may resign at any time by giving written notice to the\ncorporation. Any such resignation shall take effect at the date of the receipt\nof such notice or at any later time specified therein; and, unless otherwise\nspecified therein, the acceptance of such resignation shall not be necessary to\nmake it effective. Any such resignation is without prejudice to the rights, if\nany, of the corporation under any contract to which the officer is a party.\n\n     5.05  Vacancies in Offices. A vacancy in any office because of death,\n           --------------------                                            \nresignation, removal, disqualification or any other cause shall be filled in the\nmanner prescribed in these Bylaws for regular appointments to such office.\n\n                                       12\n\n \n     5.06  Chairman of the Board. The Chairman of the Board, if such an officer\n           ---------------------                                                \nbe elected, shall, if present, preside at all meetings of the Board of Directors\nand exercise and perform such other powers and duties as may be from time to\ntime assigned to him by the Board of Directors or prescribed by the Bylaws. If\nthere is no President, the Chairman of the Board shall, in addition, be the\nChief Executive Officer of the corporation and shall have the powers and duties\nprescribed in Section 5.07.\n\n     5.07  President. Subject to such supervisory powers, if any, as may be\n           ---------                                                        \ngiven by the Board of Directors to the Chairman of the Board, if there be such\nan officer, the President shall be the Chief Executive Officer of the\ncorporation and shall, subject to the control of the Board of Directors, have\ngeneral supervision, direction and control of the business and the officers of\nthe corporation. He shall preside at all meetings of the shareholders and, in\nthe absence of the Chairman of the Board, or if there be none, at all meetings\nof the Board of Directors. He shall have the general powers and duties of\nmanagement usually vested in the office of President of a corporation, and shall\nhave such other powers and duties as may be prescribed by the Board of Directors\nor the Bylaws.\n\n     5.08  Vice Presidents. In the absence or disability of the President, the\n           ---------------                                                     \nVice Presidents, if any, in order of their rank as fixed by the Board of\nDirectors or, if not ranked, a Vice President designated by the Board of\nDirectors, shall perform all the duties of the President, and when so acting\nshall have all the powers of, and be subject to all the restrictions upon, the\nPresident. The Vice Presidents shall have such other powers and perform such\nother duties as from time to time may be prescribed for them, respectively, by\nthe Board of Directors or the Bylaws, the President or the Chairman of the Board\nif there is no President.\n\n     5.09  Secretary. The Secretary shall keep, or cause to be kept, at the\n           ---------                                                        \nprincipal executive office or such other place as the Board of Directors may\norder, a book of minutes of all meetings and actions of directors, committees of\ndirectors and shareholders, with the time and place of holding, whether regular\nor special, and, if special, how authorized, the notice thereof given, the names\nof those present at directors' and committee meetings, the number of shares\npresent or represented at shareholders' meetings, and the proceedings thereof.\n\n           The Secretary shall keep, or cause to be kept, at the principal\nexecutive office or at the office of the corporation's transfer agent or\nregistrar, as determined by resolution of the Board of Directors, a share\nregister, or a duplicate share register, showing the names of all shareholders\nand their addresses, the number and classes of shares held by each, the number\nand date of certificates issued for the same, and the number and date of\ncancellation of every certificate surrendered for cancellation.\n\n           The Secretary shall give, or cause to be given, notice of all\nmeetings of the shareholders and of the Board of Directors required by the\nBylaws or by law to be given, and he shall keep the seal of the corporation, if\none be adopted, in a safe custody, and shall have such other powers and perform\nsuch other duties as may be prescribed by the Board of Directors or by the\nBylaws.\n\n                                       13\n\n \n     5.10  Chief Financial Officer. The Chief Financial Officer shall keep and\n           -----------------------                                             \nmaintain, or cause to be kept and maintained, adequate and correct books and\nrecords of accounts of the properties and business transactions of the\ncorporation, including accounts of its assets, liabilities, receipts,\ndisbursements, gains, losses, capital, retained earnings and shares. The books\nof account shall be open at all reasonable times to inspection by any director.\n\n           The Chief Financial Officer shall deposit all moneys and other\nvaluables in the name and to the credit of the corporation with such\ndepositaries as may be designated by the Board of Directors. He shall disburse\nthe funds of the corporation as may be ordered by the Board of Directors, shall\nrender to the President and directors, whenever they request it, an account of\nall of his transactions as Chief Financial Officer and of the financial\ncondition of the corporation, and shall have other powers and perform such other\nduties as may be prescribed by the Board of Directors or the Bylaws.\n\n\n                                  ARTICLE VI\n                    INDEMNIFICATION OF DIRECTORS, OFFICERS,\n                          EMPLOYEES AND OTHER AGENTS\n\n     6.01  Indemnification of Directors and Officers. the corporation shall, to\n           -----------------------------------------                            \nthe maximum extent and in the manner permitted by the Corporations Code of\nCalifornia indemnify each of its directors and officers against expenses (as\ndefined in Section 317(a) of the Code), judgments, fines, settlements, and other\namounts actually and reasonably incurred in connection with any proceeding (as\ndefined in Section 317(a) of the Code), arising by reason of the fact that such\nperson is or was an agent of the corporation. For purposes of this Article VI, a\n'director' or 'officer' of the corporation includes any person (i) who is or was\na director or officer of the corporation, (ii) who is or was serving at the\nrequest of the corporation as a director or officer of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was a\ndirector or officer of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n     6.02  Indemnification of Others. The corporation shall have the power, to\n           -------------------------                                           \nthe extent and in the manner permitted by the Corporations Code of California,\nto indemnify each of its employees and agents (other than directors and\nofficers) against expenses (as defined in Section 317(a) of the Code),\njudgments, fines, settlements, and other amounts actually and reasonably\nincurred in connection with any proceeding (as defined in Section 317(a) of the\nCode), arising by reason of the fact that such person is or was an agent of the\ncorporation. For purposes of this Article VI, an 'employee' or 'agent' of the\ncorporation (other than a director or officer) includes any person (i) who is or\nwas an employee or agent of the corporation, (ii) who is or was serving at the\nrequest of the corporation as an employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise, or (iii) who was an\nemployee or agent of a corporation which was a predecessor corporation of the\ncorporation or of another enterprise at the request of such predecessor\ncorporation.\n\n                                       14\n\n \n     6.03  Advance of Expenses.  Expenses incurred in defending any proceeding\n           -------------------                                                \nshall be advanced by the corporation prior to the final disposition of such\nproceeding upon receipt of an undertaking by or on behalf of the agent to repay\nsuch amount unless it shall be determined ultimately that the agent is entitled\nto be indemnified as authorized in this Article.\n\n     6.04  Other Contractual Rights.  No provision made by the corporation to\n           ------------------------                                          \nindemnify its or its subsidiary's directors or officers for the defense of any\nproceeding, whether contained in a resolution of shareholders or directors, an\nagreement or otherwise, shall be valid unless consistent with this Article.\nNothing contained in this Article shall affect any right to indemnification to\nwhich persons other than such directors and officers may be entitled by contract\nor otherwise.\n\n     6.05  Limitations.  No indemnification or advance shall be made under this\n           -----------                                                         \nSection, except as provided in Section 6.01 or Section 6.02, in any circumstance\nwhere it appears:\n\n           (a)  That it would be inconsistent with a provision of the Articles,\nBylaws, a resolution of the shareholders or an agreement in effect at the time\nof the accrual of the alleged cause of action asserted in the proceeding in\nwhich the expenses were incurred or other amounts were paid, which prohibits or\notherwise limits indemnification; or\n\n           (b)  That it would be inconsistent with any condition expressly\nimposed by a court in approving a settlement.\n\n     6.06  Insurance.  The corporation shall have the power to purchase and\n           ---------                                                       \nmaintain insurance on behalf of any agent of the corporation against any\nliability asserted against or incurred by the agent in such capacity or arising\nout of the agent's status as such, whether or not the corporation would have the\npower to indemnify the agent against such liability under the provisions of this\nArticle.\n\n     6.07  Fiduciaries of Corporate Employee Benefit Plans.  This Article does\n           -----------------------------------------------                    \nnot apply to any proceeding against any trustee, investment manager or other\nfiduciary of an employee benefit plan in such person's capacity as such, even\nthough such person may also be an agent as defined in Section 6.01 of the\nemployer corporation.  The corporation shall, and it hereby agrees to, indemnify\neach officer, director or employee of the corporation against expenses,\njudgments, fines, settlements and other amounts actually and reasonably incurred\nin connection with any action taken or omitted by such person in such person's\ncapacity as trustee, investment manager or other fiduciary of any employee\nbenefit plan of the corporation unless, or to the extent that, the Board of\nDirectors of the corporation shall reasonably determine that any such action so\ntaken or omitted by such person constituted gross negligence or willful\nmisconduct on the part of such person.  Expenses reasonably incurred by any such\nperson in defending any liability asserted against such person in any such\ncapacity shall be advanced by the corporation but shall be repaid to the\ncorporation by such person if, or to the extent that, the Board of Directors of\nthe corporation shall reasonably determine that the action allegedly taken or\nomitted by such person upon which the asserted liability is based constituted\ngross negligence or willful misconduct on the part of such person.\n\n                                       15\n\n \n     6.08  Other Indemnification.  Nothing in this Article shall restrict the\n           ---------------------                                             \npower of the corporation to indemnify its agents under any provision of the\nCalifornia General Corporation Law, as amended from time to time, or under any\nother provision of law from time to time applicable to the corporation, nor\nshall anything in this Article authorize the corporation to indemnify its agents\nin situations prohibited by the California General Corporation Law or other\napplicable law.\n\n\n                                  ARTICLE VII\n                              RECORDS AND REPORTS\n\n     7.01  Maintenance and Inspection of Share Register.  The corporation shall\n           --------------------------------------------                        \nkeep at its principal executive office, or at the office of its transfer agent\nor registrar, if either be appointed and as determined by resolution of the\nBoard of Directors, a record of its shareholders, giving the names and addresses\nof all shareholders and the number and class of shares held by each shareholder.\n\n           A shareholder or shareholders of the corporation holding at least\nfive percent (5%) in the aggregate of the outstanding voting shares of the\ncorporation may (i) inspect and copy the records of shareholders' names and\naddresses and shareholdings during usual business hours upon five (5) days'\nprior written demand upon the corporation, and\/or (ii) obtain from the transfer\nagent of the corporation, upon written demand and upon the tender of such\ntransfer agent's usual charges for such list, a list of the shareholders' names\nand addresses, who are entitled to vote for the election of directors, and their\nshareholdings, as of the most recent record date for which such list has been\ncompiled or as of the date specified by the shareholder subsequent to the date\nof demand. Such list shall be made available to such shareholder or shareholders\nby the transfer agent on or before the later of five (5) days after the demand\nis received or the date specified therein as the date as of which the list is to\nbe compiled. The record of shareholders shall also be open to inspection upon\nthe written demand of any shareholder or holder of a voting trust certificate,\nat any time during usual business hours, for a purpose reasonably related to\nsuch holder's interests as a shareholder or as the holder of a voting trust\ncertificate. Any inspection and copying under this Section 1 may be made in\nperson or by an agent or attorney of the shareholder or holder of a voting trust\ncertificate making such demand.\n\n     7.02  Maintenance and Inspection of Bylaws.  The corporation shall keep at\n           ------------------------------------                                \nits principal executive office, or if its principal executive office is not in\nthe State of California, at its principal business office in this State, the\noriginal or a copy of the Bylaws as amended to date, which shall be open to\ninspection by the shareholders at all reasonable times during office hours.  If\nthe principal executive office of the corporation is outside this State and the\ncorporation has no principal business office in this State, the Secretary shall,\nupon the written request of any shareholder, furnish to such shareholder a copy\nof the Bylaws as amended to date.\n\n     7.03  Maintenance and Inspection of Other Corporate Records.  The\n           -----------------------------------------------------      \naccounting books and records and minutes of proceedings of the shareholders and\nthe Board of Directors and any committee or committees of the Board of Directors\nshall be kept at such place or places\n\n                                       16\n\n \ndesignated by the Board of Directors, or, in the absence of such designation, at\nthe principal executive office of the corporation. The minutes shall be kept in\nwritten form and the accounting books and records shall be kept either in\nwritten form or in any other form capable of being converted into written form.\nSuch minutes and accounting books and records shall be open to inspection upon\nthe written demand of any shareholder or holder of a voting trust certificate,\nat any reasonable time during usual business hours, for a purpose reasonably\nrelated to such holder's interests as a shareholder or as the holder of a voting\ntrust certificate. Such inspection may be made in person or by an agent or\nattorney, and shall include the right to copy and make extracts. The foregoing\nrights of inspection shall extend to the records of each subsidiary corporation\nof the corporation.\n\n     7.04  Inspection by Directors.  Every director shall have the absolute\n           -----------------------                                         \nright at any reasonable time to inspect all books, records and documents of\nevery kind and the physical properties of the corporation and each of its\nsubsidiary corporations.  Such inspection by a director may be made in person or\nby agent or attorney and the right of inspection includes the right to copy and\nmake extracts.\n\n     7.05  Annual Report to Shareholders.  Unless otherwise expressly required\n           -----------------------------                                      \nby the General Corporation Law or by this Section 7.05, the annual report to\nshareholders referred to in Section 1501 of the General Corporation Law is\nhereby expressly waived and dispensed with; provided, that nothing herein set\nforth shall be construed to prohibit or restrict the right of the Board to issue\nsuch annual or other periodic reports to the shareholders of the corporation as\nthey may from time to time consider appropriate.\n\n           In the event that the corporation shall have one hundred (100) or\nmore shareholders of record (determined as provided in Section 605 of the\nGeneral Corporation Law) at the close of any fiscal year of the corporation, the\nBoard shall cause a report to be sent to the shareholders not later than one\nhundred twenty (120) days after the close of said fiscal year, and each fiscal\nyear thereafter ensuing. The report shall be sent at least fifteen (15) days (or\nthirty-five (35) days if sent by third-class mail as permitted by Section 2.04\nbefore the annual meeting of shareholders to be held during the next fiscal year\nin the manner specified in Section 2.04 of these Bylaws for reports to\nshareholders of the corporation. The annual report shall contain a balance sheet\nas of the end of the fiscal year and an income statement and statement of\nchanges in financial position for the fiscal year, accompanied by any report of\nindependent accountants, or if there is no such report, the certificate of an\nauthorized officer of the corporation that the statements were prepared without\naudit from the books and records of the corporation. The annual report shall\nalso contain a brief description, as required by Section 1501(b) of the General\nCorporation Law, of (i) any transaction with interested officers, directors or\nshareholders during the previous fiscal year; and (ii) any indemnification or\nadvance made during the fiscal year to any officer or director of the\ncorporation.\n\n     7.06  Financial Statements.  A copy of any annual financial statement and\n           --------------------                                               \nany income statement of the corporation for each quarterly period of each fiscal\nyear, and any accompanying balance sheet of the corporation as of the end of\neach period, that has been prepared by the corporation shall be kept on file in\nthe principal executive office of the corporation for twelve (12) months and\neach such statement shall be exhibited at all reasonable times to any\nshareholder\n\n                                       17\n\n \ndemanding an examination of any such statement or a copy shall be mailed to any\nsuch shareholder.\n\n           If a shareholder or shareholders holding at least five percent (5%)\nof the outstanding shares of any class of stock of the corporation make a\nwritten request to the corporation for an income statement of the corporation\nfor the three-month, six-month or nine-month period of the current fiscal year\nended more than thirty (30) days prior to the date of the request, and a balance\nsheet of the corporation as of the end of such period, the Chief Financial\nOfficer shall cause such statement to be prepared, if not already prepared, and\nshall deliver personally or mail such statement or statements to the person\nmaking the request within thirty (30) days after the receipt of such request. If\nthe corporation has not sent to the shareholders its annual report for the last\nfiscal year, this report shall likewise be delivered or mailed to such\nshareholder or shareholders within thirty (30) days after such request.\n\n           The corporation also shall, upon the written request of any\nshareholder, mail to the shareholder a copy of the last annual, semi-annual or\nquarterly income statement which it has prepared and a balance sheet as of the\nend of such period.\n\n           The quarterly income statements and balance sheets referred to in\nthis Section shall be accompanied by the report thereon, if any, of any\nindependent accountants engaged by the corporation or the certificate of an\nauthorized officer of the corporation that financial statements were prepared\nwithout audit from the books and records of the corporation.\n\n     7.07  Annual Statement of General Information.  The corporation shall each\n           ---------------------------------------                             \nyear during the calendar month in which its Articles of Incorporation were\noriginally filed with the California Secretary of State, or at any time during\nthe immediately preceding five (5) calendar months, file with the California\nSecretary of State, a statement on the prescribed form and in compliance with\nSection 1502 of the General Corporation Law.\n\n\n                                 ARTICLE VIII\n                        CORPORATE LOANS AND GUARANTEES\n\n     8.01  Shareholder Approval.  The corporation shall not make any loan of\n           --------------------                                             \nmoney or property to, or guarantee the obligation of, any director or officer of\nthe corporation or its parent or subsidiary, unless the transaction or an\nemployee benefit plan authorizing such loans or guarantees, after disclosure of\nthe right under such a plan to include officers or directors:\n\n           (a)  is approved by the shareholders, with the shares owned by the\ndirector or officer, or by the directors or officers then eligible to\nparticipate in such plan not being entitled to vote thereon; or\n\n           (b)  is approved by the unanimous vote of the shareholders.\n\n     8.02  Board Approval.  Notwithstanding Section 8.01, in the event the\n           --------------                                                 \ncorporation has outstanding shares held of record by one hundred (100) or more\npersons on the date of approval\n\n                                       18\n\n \nby the Board, the Board alone by a vote sufficient without counting the vote of\nany interested director or directors may approve such a loan or guarantee to an\nofficer, whether or not a director, or an employee benefit plan authorizing such\na loan or guarantee to an officer, provided that the Board determines that such\na loan or guarantee or plan may reasonably be expected to benefit the\ncorporation.\n\n\n                                  ARTICLE IX\n                           GENERAL CORPORATE MATTERS\n\n     9.01  Record Date for Purposes Other Than Notice and Voting.  For purposes\n           -----------------------------------------------------               \nof determining the shareholders entitled to receive payment of any dividend or\nother distribution or allotment of any rights or entitled to exercise any rights\nin respect of any other lawful action (other than action by shareholders by\nwritten consent without a meeting), the Board of Directors may fix, in advance,\na record date, which shall not be more than sixty (60) days prior to any such\naction, and in such case only shareholders of record on the date so fixed are\nentitled to receive the dividend, distribution or allotment of rights or to\nexercise the rights, as the case may be, notwithstanding any transfer of any\nshares on the books of the corporation after the record date fixed as aforesaid,\nexcept as otherwise provided in the California General Corporation Law.\n\n           If the Board of Directors does not so fix a record date, the record\ndate for determining shareholders for any such purpose shall be at the close of\nbusiness on the day on which the Board adopts the resolution relating thereto,\nor the sixtieth (60th) day prior to the date of such action, whichever is later.\n\n     9.02  Checks, Drafts, Evidences of Indebtedness.  All checks, drafts or\n           -----------------------------------------                        \nother orders for payment of money, notes or other evidences of indebtedness,\nissued in the name of or payable to the corporation, shall be signed or endorsed\nby such person or persons and in such manner as, from time to time, shall be\ndetermined by resolution of the Board of Directors.\n\n     9.03  Corporate Contracts and Instruments; How Executed.  The Board of\n           -------------------------------------------------               \nDirectors, except as otherwise provided in these Bylaws, may authorize any\nofficer or officers, agent or agents, to enter into any contract or execute any\ninstrument in the name of and on behalf of the corporation, and such authority\nmay be general or confined to specific instances; and, unless so authorized or\nratified by the Board of Directors or within the agency power of an officer, no\nofficer, agent or employee shall have any power or authority to bind the\ncorporation by any contract or engagement or to pledge its credit or to render\nit liable for any purpose or to any amount.\n\n     9.04  Certificates for Shares.  A certificate or certificates for shares of\n           -----------------------                                              \nthe capital stock of the corporation shall be issued to each shareholder when\nany such shares are fully paid, and the Board of Directors may authorize the\nissuance of certificates or shares as partly paid, provided that such\ncertificates shall state the amount of the consideration to be paid therefor and\nthe amount paid thereon.  All certificates shall be signed in the name of the\ncorporation by the Chairman of the Board or Vice Chairman of the Board or the\nPresident or Vice President and by the Chief Financial Officer or an Assistant\nTreasurer or the Secretary or any Assistant Secretary,\n\n                                       19\n\n \ncertifying the number of shares and the class or series of shares owned by the\nshareholder. Any or all of the signatures on the certificates may be facsimile.\nIn case any officer, transfer agent or registrar who has signed or whose\nfacsimile signature has been placed upon a certificate shall have ceased to be\nsuch officer, transfer agent or registrar before such certificate is issued, it\nmay be issued by the corporation with the same effect as if such person were an\nofficer, transfer agent or registrar at the date of issue.\n\n     9.05   Lost Certificates.  Except as hereinafter in this Section 9.05\n            -----------------                                             \nprovided, no new certificates for shares shall be issued in lieu of an old\ncertificate unless the latter is surrendered to the corporation and cancelled at\nthe same time.  The Board of Directors may in case any share certificate or\ncertificate for any other security is lost, stolen or destroyed, authorize the\nissuance of a new certificate in lieu thereof, upon such terms and conditions as\nthe Board may require, including provisions for indemnification of the\ncorporation secured by a bond or other adequate security sufficient to protect\nthe corporation against any claim that may be made against it, including any\nexpense or liability, on account of the alleged loss, theft or destruction of\nsuch certificate or the issuance of such new certificate.\n\n     9.06   Representation of Shares of Other Corporations.  The Chairman of the\n            ----------------------------------------------                      \nBoard, the President, or any Vice President, or any other person authorized by\nresolution of the Board of Directors or by any of the foregoing designated\nofficers, is authorized to vote on behalf of the corporation any and all shares\nof any other corporation or corporations, foreign or domestic, standing in the\nname of the corporation.  The authority herein granted to said officers to vote\nor represent on behalf of the corporation any and all shares held by the\ncorporation in any other corporation or corporations may be exercised by any\nsuch officer in person or by any person authorized to do so by proxy duly\nexecuted by said officer.\n\n     9.07   Construction and Definitions. Unless the context requires otherwise,\n            ----------------------------\nthe general provisions, rules of construction and definitions in the California\nGeneral Corporation Law shall govern the construction of the Bylaws. Without\nlimiting the generality of the foregoing, the singular number includes the\nplural, the plural number includes the singular, and the term 'person' includes\nboth a corporation and a natural person.\n\n\n                                   ARTICLE X\n                                  AMENDMENTS\n\n     10.01  Amendment By Shareholders.  New Bylaws may be adopted or these\n            -------------------------                                     \nBylaws may be amended or repealed by the vote or written consent of holders of a\nmajority of the outstanding shares entitled to vote; provided, however, that if\nthe Articles of Incorporation of the corporation set forth the number of\nauthorized directors of the corporation, the authorized number of directors may\nbe changed only by an amendment of the Articles of Incorporation.\n\n     10.02  Amendment By Directors.  Subject to the rights of the shareholders\n            ----------------------                                            \nas provided in Section 10.01, Bylaws, other than a Bylaw or an amendment thereof\nchanging the authorized number of directors, may be adopted, amended or repealed\nby the Board of Directors.\n\n                                       20\n\n \n                           CERTIFICATE OF SECRETARY\n\nKNOW ALL PERSONS BY THESE PRESENTS:\n\n     That the undersigned does hereby certify that the undersigned is the\nSecretary of SonicWALL, Inc., a corporation duly organized and existing under\nand by virtue of the laws of the State of California; that the above and\nforegoing Bylaws of said corporation were duly and regularly adopted by the\nSecretary; and that the above and foregoing Bylaws are now in full force and\neffect.\n\nDated: August 24, 1999\n\n\n                                          \/s\/ Jerrold F. Petruzzelli\n                                          ----------------------------------\n                                          Jerrold F. Petruzzelli, Secretary\n\n                                      \n\n                                       21\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8863],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41566","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sonicwall-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\/41566","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=41566"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41566"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41566"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41566"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}