Exhibit 3.2
 BYLAWS
 OF
 EMS TECHNOLOGIES, INC.
 As Amended and Restated
 November 5, 2010




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ARTICLE 1 OFFICES
    
    
    11.1 Registered Office and Agent
    
    
    11.2 Principal Office
    
    
    11.3 Other Offices
    
    
    1ARTICLE 2 SHAREHOLDERS MEETINGS
    
    
    12.1 Place of Meetings
    
    
    12.2 Annual Meetings
    
    
    12.3 Special Meetings
    
    
    12.4 Notice of Meetings
    
    
    22.5 Waiver of Notice
    
    
    22.6 Quorum; Manner of Acting
    
    
    32.7 Voting of Shares
    
    
    32.8 Proxies
    
    
    32.9 Presiding Officer
    
    
    32.10 Adjournments
    
    
    42.11 Conduct of the Meeting
    
    
    42.12 Proposals and Nominations
    
    
    4ARTICLE 3 THE BOARD OF DIRECTORS
    
    
    113.1 General Powers
    
    
    113.2 Number, Election and Terms of Office
    
    
    113.3 Removal
    
    
    113.4 Vacancies
    
    
    113.5 Compensation
    
    
    113.6 Committees of the Board of Directors
    
    
    123.7 Qualification of Directors
    
    
    123.8 Related-Party Transactions
    
    
    12ARTICLE 4 MEETINGS OF THE BOARD OF DIRECTORS
    
    
    124.1 Regular Meetings
    
    
    124.2 Special Meetings
    
    
    124.3 Place of Meetings
    
    
    124.4 Notice of Meetings
    
    
    124.5 Quorum
    
    
    124.6 Vote Required for Action
    
    
    134.7 Participation by Conference Telephone
    
    
    134.8 Action by Directors Without a Meeting
    
    
    134.9 Adjournments
    
    
    134.10 Waiver of Notice
    
    
    13
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ARTICLE 5 OFFICERS
    
    
    135.1 Offices
    
    
    135.2 Term
    
    
    145.3 Compensation
    
    
    145.4 Removal
    
    
    145.5 Chairman of the Board
    
    
    145.6 Executive Director and Chief Executive Officer
    
    
    145.7 President
    
    
    145.8 Vice Presidents
    
    
    145.9 Secretary
    
    
    155.10 Treasurer
    
    
    155.11 Assistant Secretaries and Assistant Treasurers
    
    
    155.12 Bonds
    
    
    15ARTICLE 6 DIVIDENDS
    
    
    15ARTICLE 7 SHARES
    
    
    167.1 Authorization and Issuance of Shares
    
    
    167.2 Share Certificates
    
    
    167.3 Rights of Corporation with Respect to Registered Owner
    
    
    177.4 Transfers of Shares
    
    
    177.5 Duty of Corporation to Register Transfer
    
    
    177.6 Lost, Stolen or Destroyed Certificates
    
    
    177.7 Fixing of Record Date
    
    
    177.8 Record Date if None Fixed
    
    
    18ARTICLE 8 INDEMNIFICATION
    
    
    188.1 Indemnification of Directors and Officers
    
    
    188.2 Indemnification of Directors and Officers for Derivative Actions
    
    
    188.3 Indemnification of Employees and Agents
    
    
    198.4 Subsidiaries and Other Organizations
    
    
    198.5 Determination
    
    
    198.6 Advances
    
    
    208.7 Non-Exclusivity
    
    
    208.8 Insurance
    
    
    208.9 Notice
    
    
    208.10 Security
    
    
    208.11 Amendment
    
    
    218.12 Agreements
    
    
    218.13 Continuing Benefits
    
    
    218.14 Successors
    
    
    218.15 Severability
    
    
    218.16 Additional Indemnification
    
    
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ARTICLE 9 MISCELLANEOUS
    
    
    229.1 Inspection of Books and Records
    
    
    229.2 Fiscal Year
    
    
    229.3 Seal
    
    
    229.4 Election of Fair Price Statute
    
    
    229.5 Election of Business Combination Statute
    
    
    229.6 Notice
    
    
    22ARTICLE 10 AMENDMENTS
    
    
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BYLAWS
OF
EMS TECHNOLOGIES, INC.
   
    
    (a)
    
    Special meetings of the shareholders of any class or series or of all classes
or series of the Corporations shares may be called at any time by the Chairman of the
Board or the Board of Directors; and shall be called by the Corporation upon the
written request as required by law (stating the purpose or purposes of such meeting) of
the holders of two-thirds or more of all the shares of capital stock of
the Corporation entitled to vote on any issue or issues proposed to be considered at
such special meeting. The date, time and place for the holding of any special
meeting of shareholders shall be determined by the Board of Directors. The business
that may be transacted at any special meeting of shareholders shall consist only of
and be limited to the purpose or purposes stated in the notice of such special
meeting delivered to shareholders in accordance with Section 2.4 of these Bylaws.




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(b)
    
    A written request provided pursuant to Section 2.3(a) shall be signed by the
shareholder or shareholders holding the requisite percentage of the voting power to
demand a special meeting and shall also set forth (i) a brief description of each
matter of business or director nomination desired to be brought before the special
meeting; (ii) the reasons for conducting such business or making such nomination at the
special meeting and (iii), for each shareholder making such request, the information
required to be included in a notice provided pursuant to Section 2.12(b)(iii), in the
case of a nomination of directors, or the information required to be included in a
notice provided pursuant to Section 2.12(a)(iii), in the case of a proposal of other
business, as applicable. Such shareholder or shareholders shall also update and
supplement such information pursuant to Section 2.12(d).
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(i)
    
    Only such business (other than nominations of persons for
election to the Board of Directors, which must be made in compliance with and
is governed exclusively by Section 2.12(b) of these Bylaws) shall be conducted
at an annual meeting of the shareholders as shall have been brought before the
meeting (A) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (B) by or at the
direction of the Board of Directors, or (C) by any shareholder of the
Corporation who (1) was a shareholder of record at the time of giving of notice
provided for in this Section 2.12(a) and at the time of the meeting, (2) is
entitled to vote at the meeting and (3) complies with the notice procedures set
forth in this Section 2.12(a). For the avoidance of doubt, the foregoing
clause (C) of this Section 2.12(a)(i) shall be the exclusive means for a
shareholder to propose such business (other than business included in the
Corporations proxy materials pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended) before an annual meeting of shareholders.
 (ii)
    
    For business (other than nominations of persons for election to
the Board of Directors, which must be made in compliance with and is governed
exclusively by Section 2.12(b) of these Bylaws) to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in proper written form as described in Section 2.12(a)(iii) to
the Secretary of the Corporation and such business must otherwise be
appropriate for shareholder action under the provisions of the Code. To be
timely, a shareholders notice for such business must be
delivered to the Secretary of the Corporation at the principal executive
offices of the Corporation in proper written form not less than ninety (90)
days and not more than one hundred twenty (120) days prior to the first
anniversary of the preceding years annual meeting of shareholders; provided,
however, that if and only if the annual meeting is not scheduled to be held
within a period that commences thirty (30) days before such anniversary date
and ends thirty (30) days after such anniversary date, such shareholders
notice must be delivered by the later of (A) the tenth day following the day
of the Public Announcement (as defined in Section 2.12(f) below) of the date
of the annual meeting or (B) the date which is ninety (90) days prior to the
date of the annual meeting. In no event shall any adjournment, deferral or
postponement of an annual meeting or the announcement thereof commence a new
time period for the giving of a shareholders notice as described above.
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(iii)
    
    To be in proper written form, a shareholders notice to the
Secretary of the Corporation shall set forth as to each matter of business the
shareholder proposes to bring before the annual meeting (A) a brief description
of the business desired to be brought before the annual meeting (including the
specific text of any resolutions or actions proposed for consideration) and the
reasons for conducting such business at the annual meeting, (B) the name and
address of the shareholder proposing such business, as they appear on the
Corporations books, the residence name and address (if different from the
Corporations books) of such proposing shareholder, and the name and address of
any Shareholder Associated Person (as defined in Section 2.12(f) below) covered
by clauses (C), (D), (F) and (G) below, (C) the class and number of shares of
stock of the Corporation which are directly or indirectly held of record or
beneficially owned by such shareholder or by any Shareholder Associated Person
with respect to the Corporations securities, a description of any Derivative
Positions (as defined in Section 2.12(f) below) directly or indirectly held or
beneficially held by the shareholder or any Shareholder Associated Person, and
whether and the extent to which a Hedging Transaction (as defined in Section
2.12(f) below) has been entered into by or on behalf of such shareholder or any
Shareholder Associated Person, (D) a description of all arrangements or
understandings between such shareholder or any Shareholder Associated Person
and any other person or entity (including their names) in connection with the
proposal of such business by such shareholder and any material interest of such
shareholder, any Shareholder Associated Person or such other person or entity
in such business, (E) a representation that such shareholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting, (F) any other information related to such shareholder or any
Shareholder Associated Person that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with the
solicitation of proxies or consents (even if a solicitation is not involved) by
such shareholder or Shareholder Associated Person in support of the business
proposed to be brought before the meeting
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder and (G) a representation as
to whether such shareholder or any Shareholder Associated Person intends to
deliver a proxy statement or form of proxy to holders of at least the
percentage of the Corporations outstanding shares required to approve the
proposal or otherwise to solicit proxies from shareholders in support of the
proposal. In addition, any shareholder who submits a notice pursuant to this
Section 2.12(a) is required to update and supplement the information disclosed
in such notice, if necessary, in accordance with Section 2.12(d).
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(iv)
    
    Notwithstanding anything in these Bylaws to the contrary, no
business (other than nominations of persons for election to the Board of
Directors, which must be made in compliance with and is governed exclusively by
Section 2.12(b) of these Bylaws) shall be conducted at an annual meeting except
in accordance with the procedures set forth in this Section 2.12(a). At an
annual meeting, the chairman of the meeting shall determine, if the facts
warrant, that business was not properly brought before the meeting and in
accordance with the provisions prescribed by these Bylaws, and if the chairman
should so determine, the chairman shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted.
  (i)
    
    Only persons who are nominated in accordance and compliance
with the procedures set forth in this Section 2.12(b) of these Bylaws shall be
eligible for election to the Board of Directors at an annual meeting of
shareholders.
 (ii)
    
    Nominations of persons for election to the Board of Directors
may be made at an annual meeting of shareholders only (A) by or at the
direction of the Board of Directors or (B) by any shareholder of the
Corporation who (1) was a shareholder of record at the time of giving of notice
provided for in this Section 2.12(b)(ii) and at the time of the meeting, (2) is
entitled to vote at the meeting and (3) complies with the notice procedures set
forth in this Section 2.12(b)(ii). For the avoidance of doubt, clause (B) of
this Section 2.12(b)(ii) shall be the exclusive means for a shareholder to make
nominations of persons for election to the Board of Directors at an annual
meeting of shareholders. Any nominations by shareholders at an annual meeting
of shareholders shall be made pursuant to timely notice in proper written form
as described in Section 2.12(b)(iii) to the Secretary of the Corporation. To
be timely, a shareholders notice for the nomination of persons for election to
the Board of Directors must be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation in proper written form not
less than ninety (90) days and not more than one hundred twenty (120) days
prior to the first anniversary of the preceding years annual meeting of
shareholders; provided, however, that if
and only if the annual meeting is not scheduled to be held within a period
that commences thirty (30) days before such anniversary date and ends thirty
(30) days after such anniversary date, such shareholders notice must be
delivered by the later of (C) the tenth day following the day of the Public
Announcement of the date of the annual meeting or (D) the date which is ninety
(90) days prior to the date of the annual meeting. In no event shall any
adjournment, deferral or postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of a shareholders notice as
described above.
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(iii)
    
    To be in proper written form, a shareholders notice to the
Secretary of the Corporation shall set forth (A) as to each person whom the
shareholder proposes to nominate for election or re-election as a director of
the Corporation, (1) the name, age, business address and residence address of
the person, (2) the principal occupation or employment of the person, (3) the
class or series and number of shares of capital stock of the Corporation which
are directly or indirectly owned beneficially or of record by the person, (4)
the date such shares were acquired and the investment intent of such
acquisition and (5) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with the solicitation of proxies or consents for a contested
election of directors (even if an election contest or proxy solicitation is not
involved), or is otherwise required, pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (including such persons written consent to being named in the proxy
statement as a nominee, if applicable, and to serving if elected); and (B) as
to the shareholder giving the notice (1) the name and address of such
shareholder, as they appear on the Corporations books, the residence name and
address (if different from the Corporations books) of such proposing
shareholder, and the name and address of any Shareholder Associated Person
covered by clauses (2), (3), (5) and (6) below, (2) the class and number of
 shares of stock of the Corporation which are directly or indirectly held of
record or beneficially owned by such shareholder or by any Shareholder
Associated Person with respect to the Corporations securities, a description
of any Derivative Positions directly or indirectly held or beneficially held by
the shareholder or any Shareholder Associated Person, and whether and the
extent to which a Hedging Transaction has been entered into by or on behalf of
such shareholder or any Shareholder Associated Person, (3) a description of all
arrangements or understandings (including financial transactions and direct or
indirect compensation) between such shareholder or any Shareholder Associated
Person and each proposed nominee and any other person or entity (including
their names) pursuant to which the nomination(s) are to be made by such
shareholder, (4) a representation that such shareholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice,
(5) any other information relating to such shareholder or any Shareholder
Associated
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(iv)
    
    Notwithstanding anything in the fourth sentence of Section
2.12(b)(ii) of these Bylaws to the contrary, if the number of directors to be
elected to the Board of Directors is increased and there is no Public
Announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 100 days
prior to the first anniversary of the preceding years annual meeting, a
shareholders notice required by Section 2.12(b)(ii) of these Bylaws shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive offices of the Corporation not later
than the close of business on the tenth day following the day on which such
Public Announcement is first made by the Corporation.
 (c)
    
    Special Meetings of Shareholders. Only persons who are nominated in accordance
and compliance with the procedures set forth in this Section 2.12(c) shall be eligible
for election to the Board of Directors at a special meeting of shareholders.
Nominations of persons for election to the Board of Directors may be made at a special
meeting of shareholders at which directors are to be elected pursuant to the
Corporations notice of meeting only (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that directors
are to be elected at such special meeting, by any shareholder of the Corporation who
(A) was a shareholder of record at the time of giving of notice provided for in this
Section 2.12(c) and at the time of the special meeting, (B) is entitled to vote at the
meeting and (C) complies with the notice procedures provided for in this Section
2.12(c). For the avoidance of doubt, the foregoing clause (ii) of this Section 2.12(c)
shall be the exclusive means for a shareholder to propose nominations of persons for
election to the Board of Directors at a special meeting of shareholders. Any
nominations by shareholders at a special meeting of shareholders
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th th
 (d)
    
    Update and Supplement of Shareholders Notice. Any shareholder who submits a
notice of proposal for business or nomination for election pursuant to this Section
2.12 is required to update and supplement the information disclosed in such notice, if
necessary, so that the information provided or required to be provided in such notice
shall be true and correct as of the record date for the meeting of shareholders and as
of the date that is ten (10) business days prior to such meeting of the shareholders or
any adjournment or postponement thereof, and such update and supplement shall be
delivered to the Secretary of the Corporation at the principal executive offices of the
Corporation not later than five (5) business days after the record date for the meeting
of shareholders (in the case of the update and supplement required to be made as of the
record date), and not later than eight (8) business days prior to the date for the
meeting of shareholders or any adjournment or postponement thereof (in the case of the
update and supplement required to be made as of ten (10) business days prior to the
meeting of shareholders or any adjournment or postponement thereof).
 (e)
    
    Requirements of Exchange Act. In addition to the foregoing provisions of this
Section 2.12, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder
with respect to the matters set forth in these Bylaws; provided, however, that any
references in these Bylaws to the Securities Exchange Act of 1934, as amended, or the
rules and regulations promulgated thereunder are not intended to and shall not limit
the requirements of these Bylaws applicable to nominations or proposals as to any other
business to be considered pursuant to these Bylaws regardless of the shareholders
intent to utilize Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended. Nothing in this
Section 2.12 shall be deemed to affect any rights (i) of shareholders to request
inclusion of proposals in the Corporations proxy statement pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, or (ii) of the
holders of any series of preferred stock if and to the extent provided for under
law, the Articles of Incorporation or these Bylaws.
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(i)
    
    Derivative Positions means, with respect to a shareholder or
any Shareholder Associated Person, any derivative positions including, without
limitation, any short position, profits interest, option, warrant, convertible
security, stock appreciation right, or similar right with an exercise or
conversion privilege or a settlement payment or mechanism at a price related to
any class or series of shares of the Corporation or with a value derived in
whole or in part from the value of any class or series of shares of the
Corporation, whether or not such instrument or right shall be subject to
settlement in the underlying class or series of capital stock of the
Corporation or otherwise and any performance-related fees to which such
shareholder or any Shareholder Associated Person is entitled based, directly or
indirectly, on any increase or decrease in the value of shares of capital stock
of the Corporation;
 (ii)
    
    Hedging Transaction means, with respect to a shareholder or
any Shareholder Associated Person, any hedging or other transaction (such as
borrowed or loaned shares) or series of transactions, or any other agreement,
arrangement or understanding, the effect or intent of which is to increase or
decrease the voting power or economic or pecuniary interest of such shareholder
or any Shareholder Associated Person with respect to the Corporations
securities;
 (iii)
    
    Public Announcement means disclosure in a press release
reported by the Dow Jones News Service, Associated Press, Business Wire, PR
Newswire or comparable news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended; and
 (iv)
    
    Shareholder Associated Person of any shareholder means (A)
any person controlling, directly or indirectly, or acting in concert with, such
shareholder, (B) any beneficial owner of shares of stock of the Corporation
owned of record or beneficially by such shareholder or (C) any person directly
or indirectly controlling, controlled by or under common control with such
Shareholder Associated Person.
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(a)
    
    Except as otherwise provided by the Board of Directors pursuant to paragraph
(b) of this Section 7.2, the interest of each shareholder in the Corporation shall be
evidenced by a certificate or certificates representing shares of the Corporation which
shall be in such form as the Board of Directors may from time to time adopt in
accordance with the Code. Share certificates shall be consecutively numbered, in
registered form, and indicate the date of issue and state such other information as may
be required by the Code. Each certificate shall be signed by the Chief Executive
Officer, the President or a Vice President and the Secretary or an Assistant Secretary
and shall be sealed with the seal of the Corporation or a facsimile thereof; provided,
however, that where such certificate is signed by a transfer agent, or registered by a
registrar, the signatures of such officers may be facsimiles. In case any officer or
officers who shall have signed (or whose facsimile signature has been placed upon) a
share certificate has ceased for any reason to be such officer or officers before such
certificate is issued, such certificate may be issued by the Corporation with the same
effect as if the person or persons who signed such certificate or whose facsimile
signatures has been used thereon had not ceased to be such officer or officers.
 (b)
    
    If authorized by resolution of the Board of Directors, the Corporation may
issue some or all of the shares of any or all of its classes or series without
certificates. Such authorization, and the issuance of such shares, shall not affect
 shares already represented by certificates until they are surrendered to the
Corporation. Within a reasonable time after the issuance or transfer of any shares not
represented by certificates, the Corporation shall send to the holder of such shares a
written statement setting forth, with respect to such shares, (i) the name of the
Corporation as issuer and that the Corporation is incorporated under the laws of the
State of Georgia, (ii) the name of the person to whom such shares are issued, (iii) the
number of shares and class of shares and series, if any, (iv) the terms of any
restrictions on the transfer or registration of transfer which, were such shares
represented by a stock certificate, would be required to be noted on such certificate
by the Code, and (v) any statements required by the terms of the Corporations
Stockholder Rights Plan, as in effect from time to time, to be included on any
certificates evidencing the shares of the Corporation.
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(b)
    
    reasonable assurance is given that all authorizing signatures are genuine and
effective;
 (c)
    
    the Corporation has no duty to inquire into adverse claims or has discharged
any such duty;
 (d)
    
    any applicable law relating to the collection of taxes has been complied with;
and
 (e)
    
    the transfer is in compliance with applicable provisions of any transfer
restrictions of which the Corporation shall have notice.
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