Exhibit 3.2
BYLAWS
OF
PLANTRONICS,
INC. (the “Corporation”)
Section
1 LAW, CERTIFICATE OF INCORPORATION AND BYLAWS
1.1.
These bylaws are subject to the certificate of incorporation of the Corporation (the “Certificate of Incorporation”).
In these bylaws, references to law, the Certificate of Incorporation and bylaws mean the law, the provisions of the Certificate of Incorporation
and these bylaws as from time to time in effect.
Section
2 STOCKHOLDERS
2.1.
Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware,
as the board of directors shall determine.
2.2.
Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any,
the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the
death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority
of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place,
date, hour, and purposes of the meeting.
2.3.
Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held
at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the
president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in
the vote of adjournment.
2.4.
Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place,
day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than
ten nor more than sixty calendar days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who,
by law, by the Certificate of Incorporation or by these bylaws, is entitled to notice, by leaving such notice with him or at his residence
or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively
to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the General
Corporation Law of the State of Delaware (the “DGCL”). Such notice shall be given by the secretary, or by an officer
or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned
session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof
are
announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the
adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in
the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder
if a written waiver of notice, or a waiver by electronic transmission by such stockholder, given before or after the meeting or such
adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting
at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified
in any written waiver of notice.
2.5.
Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the
votes entitled to be cast on the matter, except where a larger quorum is required by law, by the Certificate of Incorporation or by these
bylaws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum
is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares
of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election
of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.
2.6.
Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office
shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide
the question, except when a larger vote is required by law, by the Certificate of Incorporation, or by these bylaws. No ballot shall
be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.
2.7.
Action without Meetings. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted
to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware by
hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date
of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to
therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the Corporation in
the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.
If
action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings
of stockholders the writing or writings comprising such consent.
If
action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be
given to those who have not consented in writing.
In
the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the
DGCL, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state,
in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section
228 of the DGCL and that written notice has been given as provided in such Section 228.
2.8.
Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters
in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating
at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact.
No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient
in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the Corporation generally. The authorization of a proxy may but need not be limited
to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final
adjournment thereof.
2.9.
Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint
one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make
a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.
2.10.
List of Stockholders. The secretary shall prepare, at least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and
the number of
shares
registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote
in person or by proxy at such meeting.
Section
3 BOARD OF DIRECTORS
3.1.
Number. The Corporation shall have one or more directors, the number of directors to be determined from time to time by
vote of a majority of the directors then in office. No director need be a stockholder.
3.2.
Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these bylaws, each director shall
hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
3.3.
Powers. The business and affairs of the Corporation shall be managed by or under the direction of the board of directors
who shall have and may exercise all the powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate
of Incorporation or these bylaws directed or required to be exercised or done by the stockholders.
3.4.
Removal and Replacement; Vacancies. Subject to the requirements of applicable law, vacancies and any newly created directorships
resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock
entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less
than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such
directors. When one or more directors shall resign from the board of directors, effective at a future date, a majority of the directors
then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such
resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect
when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding
the existence of one or more vacancies in their number, subject to any requirements of law or of the Certificate of Incorporation or
of these bylaws as to the number of directors required for a quorum or for any vote or other actions.
3.5.
Committees. The board of directors may, by vote of a majority of the whole board of directors, (a) designate, change the
membership of or terminate the existence of any committee or committees; (b) designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent
to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs
of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the
Certificate of Incorporation or by these bylaws they are prohibited from so delegating. In the absence or disqualification of any member
of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether
or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Except as the board of
directors
may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board of
directors or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these bylaws for the
conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board
of directors upon request.
3.6.
Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or
without the State of Delaware and at such times as the board of directors may from time to time determine, provided that notice of the
first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be
held without call or notice immediately after and at the same place as the annual meeting of stockholders.
3.7.
Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without
the State of Delaware designated in the notice of the meeting, when called by the chairman of the board of directors, if any, the president,
or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the
chairman of the board of directors, if any, the president or any one of the directors calling the meeting.
3.8.
Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or
by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address,
by electronic communication or facsimile transmission at least twenty-four hours before the meeting addressed to him at his usual e-mail
address or fax number or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, or a waiver by electronic transmission by such director, given by him
before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting
prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need to specify
the purposes of the meeting.
3.9.
Quorum. Except as may be otherwise provided by law, by the Certificate of Incorporation or by these bylaws, at any meeting
of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third
of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes
cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
3.10.
Action by Vote. Except as may be otherwise provided by law, by the Certificate of Incorporation or by these bylaws, when
a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.
3.11.
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee
thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing
or by electronic transmission, and such writing or writings or electronic transmissions are filed with
the
records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or
of such committee, as the case may be.
3.12.
Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such
board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation
shall constitute presence in person at such meeting.
3.13.
Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director
and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time
to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the Corporation in
any other capacity and receiving reasonable compensation therefor.
3.14.
Interested Directors and Officers.
(a)
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other organization in which one or more of the Corporation's directors or officers
are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if:
(1)
The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2)
The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders;
or
(3)
The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board
of directors, a committee thereof, or the stockholders.
(b)
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.
Section
4 OFFICERS AND AGENTS
4.1.
Enumeration; Qualification. The officers of the Corporation shall be a president, a treasurer, a secretary and such other
officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman
of the board, one or
more
vice presidents and a controller. The Corporation may also have such agents, if any, as the board of directors from time to time may
in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same
person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the Corporation by
giving bond in such amount and with sureties or otherwise as the board of directors may determine.
4.2.
Powers. Subject to law, to the Certificate of Incorporation and to the other provisions of these bylaws, each officer shall
have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional
duties and powers as the board of directors may from time to time designate.
4.3.
Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of
the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect
or appoint any other officer or any agents.
4.4.
Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting
of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall
retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent
appointive power.
4.5.
Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties
and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the
chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at
all meetings of the stockholders and of the board of directors.
Unless
the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business
operations of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the business
of the Corporation.
Any
vice presidents shall have such duties and powers as shall be set forth in these bylaws or as shall be designated from time to time by
the board of directors or by the president.
4.6.
Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief
financial officer of the Corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers
as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall,
unless the board of directors otherwise specifies, also have the duties and powers of the controller.
Any
assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president
or the treasurer.
4.7.
Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies,
be the chief accounting officer of the Corporation and be in charge of its books of account and accounting records, and of its accounting
procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president
or the treasurer.
Any
assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president,
the treasurer or the controller.
4.8.
Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors
and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written
consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or
he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and transfer records of the Corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and
powers as may from time to time be designated by the board of directors or the president.
Any
assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president
or the secretary.
Section
5 RESIGNATIONS AND REMOVALS
5.1.
Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any,
the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified
to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state.
Except as may be otherwise provided by law, by the Certificate of Incorporation or by these bylaws, a director (including persons elected
by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders
of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors.
The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate
or modify the authority of any agent.
Section
6 VACANCIES
6.1.
If the office of the president, the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of
a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect
or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the
president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns,
is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these bylaws.
Section
7 CAPITAL STOCK
7.1.
Stock Certificates. Unless the Corporation has provided by resolution of the board of directors that some or all of any
or all classes or series of its stock will be certificated, any or all classes or series of stock shall be uncertificated. In the event
that the board of directors does provide such a resolution, then each stockholder shall be entitled to a certificate stating the number
and the class and designation of the series, if any, of the shares held by such stockholder, in such form as shall, in conformity with
applicable law, the Certificate of Incorporation and these bylaws, be prescribed from time to time by the board of directors. Such certificate
shall be signed by, or in the name of, the Corporation by any authorized officers of the Corporation, and the number of authorized officers
so signing shall be in conformity with the requirements of the DGCL. Any or all of the signatures on the certificate may be a facsimile.
In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall
have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.
7.2.
Fractional Shares. Fractional shares of any class may be issued and entitle the holder thereof to all rights and responsibilities
of such class of stock or series of stock, including payment of dividends and the right to receive notice and to vote or to give any
consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon.
7.3.
Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the Corporation against
any claim on account thereof, as the board of directors may prescribe.
Section
8 TRANSFER OF SHARES OF STOCK
8.1.
Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate (if any), shares of stock
may be transferred on the books of the Corporation or its duly appointed transfer agent by the registered holder thereof and, in the
case of certificated shares, by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such
proof of the authenticity of signature as the board of directors or the transfer agent of the Corporation may reasonably require. Except
as may be otherwise required by law, by the Certificate of Incorporation or by these bylaws, the Corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and
the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments,
if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have
been properly transferred on the books of the Corporation.
It
shall be the duty of each stockholder to notify the Corporation of his post office address.
8.2.
Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for
determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned
meeting.
In
order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the
record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors
is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt
requested, to its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings
of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of
directors is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without
a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.
In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful
action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no
such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the
day on which the board of directors adopts the resolution relating thereto.
Section
9 INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
9.1.
Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another corporation or
of a partnership, joint venture, trust or
other
enterprise at any time during which this bylaw is in effect (whether or not such person continues to serve in such capacity at the time
any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought),
shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL, as the same
exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees actually and reasonably incurred
by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that, except as provided in Section 9.2 hereof, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Section 9 shall be a contract
right, shall vest at the time of such person’s service to or at the request of the Corporation and, subject to Sections 9.2 and
9.5 hereof, shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of directors and officers.
9.2.
Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the Corporation
under Section 9.1 or advance of expenses under Section 9.5 shall be made promptly, and in any event within (x) thirty (30) days, in the
case of a request for advancement, and sixty (60) days, in the case of a request for indemnification, following the written request of
the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advancement
is not made within the times periods described above, or if the Corporation denies a written request for indemnification or advancing
of expenses, in whole or in part, the right to indemnification or advances as granted by this Section 9 shall be enforceable by the director
or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing
his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be
a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met
the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed,
but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor
an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
9.3.
Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance
of its final disposition conferred in this Section 9 shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
9.4.
Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or
was a director, officer, employee, fiduciary, or agent of the Corporation or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify
such person against such liability under this Section 9.
9.5.
Expenses. Expenses incurred by any person described in Section 9.1 in defending a proceeding shall be paid by the Corporation
in advance of such proceeding's final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. Such expenses incurred
by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
9.6.
Employees and Agents. Persons who are not covered by the foregoing provisions of this Section 9 and who are or were employees
or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by
the board of directors.
9.7.
Contract Rights. The provisions of this Section 9 shall be deemed to be a contract right between the Corporation and each
director or officer who serves in any such capacity at any time while this Section 9 and the relevant provisions of the DGCL or other
applicable law are in effect. Any amendment, modification, alteration or repeal of this Section 9 that in any way diminishes, limits,
restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses
or otherwise shall be prospective only and shall not in any way diminish, limit, restrict, adversely affect or eliminate any such right
with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit
or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts,
occurrence, action or omission.
9.8.
Merger or Consolidation. For purposes of this Section 9, references to "the Corporation" shall include, in addition
to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Section 9 with respect to the resulting or surviving corporation
as he or she would have with respect to such constituent corporation if its separate existence had continued.
Section
10 CORPORATE SEAL
10.1.
Subject to alteration by the directors, the seal of the Corporation shall consist of a flat-faced circular die with the word “Delaware”
and the name of the Corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time
to time by the directors.
Section
11 EXECUTION OF PAPERS
11.1.
Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Corporation
shall be signed by the chairman of the board, if any, the president, a vice president, the secretary or the treasurer.
Section
12 FISCAL YEAR
12.1.
The fiscal year of the Corporation shall be as fixed by the board of directors.
Section
13 AMENDMENTS
13.1.
These bylaws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority
of the voting power of the stock outstanding and entitled to vote. Any bylaw, whether adopted, amended or repealed by the stockholders
or directors, may be amended or reinstated by the stockholders or the directors.
