**Exhibit 3.2**
**SECOND**
**AMENDED AND RESTATED**
**BYLAWS OF**
**WEBMETHODS, INC.,**
**A DELAWARE CORPORATION**
 

 

TABLE OF CONTENTS     ARTICLE 1: OFFICE AND RECORDS  1      Section 1.1 Delaware Office  1 Section 1.2 Other Offices  1 Section 1.3 Books and Records  1      ARTICLE 2: STOCKHOLDERS  1      Section 2.1 Annual Meeting  1 Section 2.2 Special Meeting  1 Section 2.3 Place of Meeting  1 Section 2.4 Notice of Meeting  1 Section 2.5 Quorum and Adjournment  2 Section 2.6 Proxies  2 Section 2.7 Notice of Stockholder Business and Nominations  2 Section 2.8 Procedure for Election of Directors  4 Section 2.9 Inspectors of Elections; Opening And Closing The Pools  5 Section 2.10 Consent of Stockholders In Lieu of Meeting  5 Section 2.11 Fixing Date For Determination Of Stockholders Of Record  5 Section 2.12 List of Stockholders Entitled To Vote  5      ARTICLE 3: BOARD OF DIRECTORS  6      Section 3.1 General Powers  6 Section 3.2 Number, Tenure and Qualifications  6 Section 3.3 Regular Meetings  6 Section 3.4 Special Meetings  6 Section 3.5 Notice  6 Section 3.6 Conference Telephone Meetings  7 Section 3.7 Quorum  7 Section 3.8 Vacancies  7 Section 3.9 Committees  7 Section 3.10 Removal  8 Section 3.11 Written Action By Directors  8 Section 3.12 Compensation Of Directors  8      ARTICLE 4: OFFICERS  8      Section 4.1 Elected Officers  8 Section 4.2 Election And Term Of Office  8 Section 4.3 Chairman Of The Board  9 Section 4.4 President and Chief Executive Officer  9 Section 4.5 Secretary  9 Section 4.6 Treasurer  9 Section 4.7 Removal  10 Section 4.8 Vacancies  10 
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     ARTICLE 5: STOCK CERTIFICATES AND TRANSFERS  10      Section 5.1 Stock Certificate and Transfers  10      ARTICLE 6: INDEMNIFICATION  11      Section 6.1 Right To Indemnification  111 Section 6.2 Right To Advancement Of Expenses  11 Section 6.3 Right Of Indmenitee To Bring Suit  12 Section 6.4 Non-Exclusivity Of Rights  12 Section 6.5 Insurance  12 Section 6.6 Indemnification Contracts  12 Section 6.7 Effect Of Amendment  133      ARTICLE 7: MISCELLANEOUS PROVISIONS  13      Section 7.1 Fiscal Year  13 Section 7.2 Dividends  13 Section 7.3 Seal  13 Section 7.4 Waiver Of Notice  13 Section 7.5 Audits    Section 7.6 Resignations  13 Section 7.7 Contracts  134 Section 7.8 Proxies  144 Section 7.9 Severability  14      ARTICLE 8: AMENDMENTS  14      Section 8.1 Amendments  14 
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**ARTICLE 1**
**OFFICES AND RECORDS**
     **Section 1.1 DELAWARE OFFICE**. The registered office of webMethods, Inc. (the “Corporation”) inthe State of Delaware shall be located in the City of Wilmington, County of New Castle.
     **Section 1.2 OTHER OFFICES**. The Corporation may have such other offices, either within orwithout the State of Delaware, as the Board of Directors may designate or as the business of theCorporation may from time to time require.
     **Section 1.3 BOOKS AND RECORDS**. The books and records of the Corporation may be kept at theCorporation’s headquarters in Fairfax, Virginia or at such other locations outside the State ofDelaware as may from time to time be designated by the Board of Directors.
**ARTICLE 2**
**STOCKHOLDERS**
     **Section 2.1 ANNUAL MEETING**. The annual meeting of the stockholders of the Corporation shallbe held at such date, place and/or time as may be fixed by resolution of the Board of Directors.
     **Section 2.2 SPECIAL MEETING**. Special meetings of stockholders of the Corporation may becalled only by the Chairman of the Board or the President or by the Board of Directors actingpursuant to a resolution adopted by a majority of the Whole Board. For purposes of these SecondAmended and Restated Bylaws (these “Bylaws”), the term “Whole Board” shall mean the total number ofauthorized directors whether or not there exist any vacancies in previously authorizeddirectorships.
     **Section 2.3 PLACE OF MEETING**. The Board of Directors may designate the place of meeting forany meeting of the stockholders. The Board of Directors may, in its sole discretion, determinethat the meeting shall not be held at any place, but may instead be held solely by means of remotecommunication in a manner compliant with applicable law. If no designation is made by the Board ofDirectors, the place of meeting shall be the principal office of the Corporation.
     **Section 2.4 NOTICE OF MEETING**. Except as otherwise required by law, written or printednotice, stating the place, day and hourof the meeting and the purposes for which the meeting is called, shall be prepared anddelivered by the Corporation not less than ten days nor more than sixty days before the date of themeeting, either personally, or by mail or by electronic
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transmission to any stockholder who hasconsented to receive notice in such manner, to each stockholder of record entitled to vote at suchmeeting. If mailed, such notice shall be deemed to be delivered when deposited in the UnitedStates mail with postage thereon prepaid, addressed to the stockholder at his address as it appearson the stock transfer books of the Corporation. If delivered by facsimile telecommunication, suchnotice shall be deemed to be delivered when directed to a number at which the stockholder hasconsented to receive notice. If delivered by electronic mail, such notice shall be deemed to bedelivered when directed to an electronic mail address at which the stockholder has consented toreceive notice. Such further notice shall be given as may be required by law. Meetings may beheld without notice if all stockholders entitled to vote are present (except as otherwise providedby law), or if notice is waived by those not present. Any previously scheduled meeting of thestockholders may be postponed and (unless the Corporation’s Fifth Amended and Restated Certificateof Incorporation, as it may be amended from time to time [the “Certificate of Incorporation”],otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of theBoard of Directors upon public notice given prior to the time previously scheduled for such meetingof stockholders.
     **Section 2.5 QUORUM AND ADJOURNMENT**. Except as otherwise provided by law or by the Certificateof Incorporation, the holders of a majority of the voting power of the outstanding shares of theCorporation entitled to vote generally in the election of directors (the “Voting Stock”),represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, exceptthat when specified business is to be voted on by a class or series voting separately as a class orseries, the holders of a majority of the voting power of the shares of such class or series shallconstitute a quorum for the transaction of such business. The chairman of the meeting or amajority of the shares of Voting Stock so represented may adjourn the meeting from time to time,whether or not there is such a quorum (or, in the case of specified business to be voted on by aclass or series, the chairman or a majority of the shares of such class or series so representedmay adjourn the meeting with respect to such specified business). No notice of the time and placeof adjourned meetings need be given except as required by law. The stockholders present at a dulyorganized meeting may continue to transact business until adjournment, notwithstanding thewithdrawal of enough stockholders to leave less than a quorum.
     **Section 2.6 PROXIES**. At all meetings of stockholders, a stockholder may vote by proxyexecuted in writing by the stockholder or as may be permitted by law, or by his duly authorizedattorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or hisrepresentative at or before the time of the meeting.
     **Section 2.7 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS**.
          A. Nominations of persons for election to the Board of Directors and the proposal of businessto be transacted by the stockholders may be made at an annual meeting of stockholders (1) pursuantto the Corporation’s notice with respect to such meeting, (2) by or at the direction of the Boardof Directors or (3) by any stockholder of record of the Corporation who was astockholder of record at the time of the giving of the notice provided for in the followingparagraph, who is entitled to vote at the meeting and who has complied with the notice proceduresset forth in this Section 2.7.
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          B. For nominations or other business to be properly brought before an annual meeting by astockholder pursuant to paragraph (A)(3) of this Section 2.7, (1) the stockholder must have giventimely notice thereof in writing to the Secretary of the Corporation and (2) such business must bea proper matter for stockholder action under the General Corporation Law of the State of Delaware.To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executiveoffices of the Corporation not less than 45 or more than 75 days prior to the first anniversary(the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for thepreceding year’s annual meeting of stockholders; provided, however, that if the date of the annualmeeting is advanced more than 30 days prior to or delayed by more than 30 days after theanniversary of the preceding year’s annual meeting, or the Corporation did not hold an annualmeeting the preceding year, notice by the stockholder to be timely must be so delivered not laterthan the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the10th day following the day on which public announcement of the date of such meeting is first made.Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes tonominate for election or reelection as a director all information relating to such person as wouldbe required to be disclosed in solicitations of proxies for the election of such nominees asdirectors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and such person’s written consent to serve as a director if elected; (b) as to anyother business that the stockholder proposes to bring before the meeting, a brief description ofsuch business, the reasons for conducting such business at the meeting and any material interest insuch business of such stockholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whosebehalf the nomination or proposal is made (i) the name and address of such stockholder, as theyappear on the Corporation’s books, and of such beneficial owner and (ii) the class and number ofshares of the Corporation that are owned beneficially and of record by such stockholder and suchbeneficial owner.
          C. Notwithstanding anything in the second sentence of paragraph (B) of this Section 2.7 to thecontrary, in the event that the number of directors to be elected to the Board of Directors isincreased and there is no public announcement naming all of the nominees for director or specifyingthe size of the increased Board made by the Corporation at least 55 days prior to the Anniversary,a stockholder’s notice required by this Bylaw shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shall be delivered to theSecretary at the principal executive offices of the Corporation not later than the close ofbusiness on the 10th day following the day on which such public announcement is first made by theCorporation.
          D. Only persons nominated in accordance with the procedures set forth in this Section 2.7shall be eligible to serve as directors and only such business shall be conducted at an annualmeeting of stockholders as shall have been brought before the meeting in accordance with theprocedures set forth in this Section 2.7. The chair of the meeting shall have the power and theduty to determine whether a nomination or any business proposed to be brought before the meetinghas been made in accordance with the procedures set forth in these Bylaws and, if anyproposed nomination or business is not in compliance with these Bylaws, to declare that suchdefective proposed business or nomination shall not be presented for stockholder action at themeeting and shall be disregarded.
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          E. Only such business shall be conducted at a special meeting of stockholders as shall havebeen brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations ofpersons for election to the Board of Directors may be made at a special meeting of stockholders atwhich directors are to be elected (1) pursuant to the Corporation’s notice of meeting, (2) by or atthe direction of the Board of Directors or (3) provided that the Board of Directors has determinedthat Directors shall be elected at such special meeting, by any stockholder of record of theCorporation who is a stockholder of record at the time of giving of notice provided for in thisparagraph, who shall be entitled to vote at the meeting and who complies with the notice proceduresset forth in this Section 2.7. In the event that the Corporation calls a special meeting ofstockholders for the purpose of elect one or more Directors to the Board of Directors, nominationsby stockholders of persons for election to the Board of Directors may be made at such a specialmeeting of stockholders if the stockholder’s notice required by paragraph (B) of this Section 2.7shall be delivered to the Secretary at the principal executive offices of the Corporation not laterthan the close of business on the later of the 90th day prior to such special meeting or the 10thday following the day on which public announcement is first made of the date of the special meetingand of the nominees proposed by the Board to be elected at such meeting. In no event shall thepublic announcement of a postponement or adjournment of a special meeting to a later date or timecommence a new time period for the giving of a stockholder’s notice as described above.
          F. For purposes of this Section 2.7, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or a comparable national newsservice or in a document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
          G. Notwithstanding the foregoing provisions of this Section 2.7, a stockholder shall alsocomply with all applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to matters set forth in this Section 2.7. Nothing in this Section 2.7shall be deemed to affect any rights of stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
     **Section 2.8 PROCEDURE FOR ELECTION OF DIRECTORS**. Election of directors at all meetings of thestockholders at which directors are to be elected shall be by written ballot, and, except asotherwise set forth in the Certificate of Incorporation with respect to the right of the holders ofany series of Preferred Stock or any other series or class of stock to elect additional directorsunder specified circumstances, a plurality of the votes cast thereat shall elect directors. Exceptas otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters otherthan the election of directors submitted to the stockholders at any meeting shall be decided by theaffirmative vote of a majority of the voting power of the outstanding Voting Stock present inperson or represented by proxy at the meeting and entitled to vote thereon.
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     **Section 2.9 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS**.
          A. The Board of Directors by resolution shall appoint one or more inspectors, which inspectoror inspectors may include individuals who serve the Corporation in other capacities, including,without limitation, as officers, employees, agents or representatives of the Corporation, to act atthe meeting and make a written report thereof. One or more persons may be designated as alternateinspectors to replace any inspector who fails to act. If no inspector or alternate has beenappointed to act, or if all inspectors or alternates who have been appointed are unable to act, ata meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to actat the meeting. Each inspector, before discharging his or her duties, shall take and sign an oathfaithfully to execute the duties of inspector with strict impartiality and according to the best ofhis or her ability. The inspectors shall have the duties prescribed by the General Corporation Lawof the State of Delaware.
          B. The chairman of the meeting shall fix and announce at the meeting the date and time of theopening and the closing of the polls for each matter upon which the stockholders will vote at ameeting.
     **Section 2.10 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING**. Any action required or permitted tobe taken by the stockholders of the Corporation must be effected at a duly called annual or specialmeeting of stockholders of the Corporation and may not be effected by any consent in writing bysuch stockholders.
     **Section 2.11 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD**. In order that theCorporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors and which shall not be morethan sixty nor less than ten days before the date of such meeting, nor more than sixty days priorany other action. If no record date is fixed by the Board of Directors, then the record date shallbe provided by applicable law. A determination of stockholders of record entitled to notice of orto 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.
     **Section 2.12 LIST OF STOCKHOLDERS ENTITLED TO VOTE**. A complete list of stockholders entitledto vote at any meeting of stockholders, arranged in alphabetical order and showing the address ofeach stockholder and the number of shares registered in the name of each stockholder, shall be openfor the examination of any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten days prior to the meeting, either at aplace within the city where the meeting is to be held, which place shall be specified in thenotice of the meeting, or, if not so specified, at the place where the meeting is to be held. Thelist shall also be produced and kept at the time and place of the meeting during the whole timethereof and may be inspected by any stockholder who is present at the meeting.
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**ARTICLE 3**
**BOARD OF DIRECTORS**
     **Section 3.1 GENERAL POWERS**. The business and affairs of the Corporation shall be managed byor under the direction of the Board of Directors. In addition to the powers and authorityexpressly conferred upon them by statute or by the Certificate of Incorporation or by these Bylaws,the directors are hereby empowered to exercise all such powers and do all such acts and things asmay be exercised or done by the Corporation.
     **Section 3.2 NUMBER, TENURE AND QUALIFICATIONS**. Subject to the rights of the holders of anyseries of Preferred Stock to elect additional directors under specified circumstances, the numberof directors shall be fixed from time to time exclusively by the Board of Directors pursuant to aresolution adopted by a majority of the Whole Board. The directors, other than those who may beelected by the holders of any series of Preferred Stock under specified circumstances, shall bedivided into three classes pursuant to the Certificate of Incorporation. At each annual meeting ofstockholders, directors elected to succeed those directors whose terms expire shall be elected fora term of office to expire at the third succeeding annual meeting of stockholders after theirelection. Directors need not be stockholders of the Corporation.
     **Section 3.3 REGULAR MEETINGS**. A regular meeting of the Board of Directors shall be heldwithout notice other than this Bylaw immediately after, and at the same place as, each annualmeeting of stockholders. The Board of Directors may, by resolution, provide the time and place forthe holding of additional regular meetings without notice other than such resolution.
     **Section 3.4 SPECIAL MEETINGS**. Special meetings of the Board of Directors shall be called atthe request of the Chairman of the Board, the President or a majority of the Board of Directors.The person or persons authorized to call special meetings of the Board of Directors may fix theplace and time of the meetings.
     **Section 3.5 NOTICE**. Notice of any special meeting shall be given to each director at hisbusiness or residence in writing or by telegram, facsimile transmission, telephone communication orelectronic mail. If mailed, such notice shall be deemed adequately delivered when deposited in theUnited States mails so addressed, with postage thereon prepaid, at least five days before suchmeeting. If by telegram, such notice shall be deemed adequately delivered when the telegram isdelivered to the telegraph company at least twenty-four hours before such meeting. If by facsimiletransmission or electronic mail, such notice shall be transmitted at least twenty-four hours beforesuch meeting. If by telephone, thenotice shall be given at least twelve hours prior to the time set for the meeting. Neitherthe business to be transacted at, nor the purpose of, any regular or special meeting of the Boardof Directors need be specified in the notice of such meeting, except for amendments to these Bylawsas provided under Section 8.1 of Article VIII hereof. A meeting may be held at any time withoutnotice if all the directors are present (except as otherwise provided by law) or if those notpresent waive notice of the meeting in writing, either before or after such meeting.
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     **Section 3.6 TELEPHONE OR VIDEO CONFERENCE MEETINGS**. Members of the Board of Directors, or anycommittee thereof, may participate in a meeting of the Board of Directors or such committee bymeans of telephone or video conference or similar communications equipment by means of which allpersons participating in the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at such meeting.
     **Section 3.7 QUORUM**. A whole number of directors equal to at least a majority of the WholeBoard shall constitute a quorum for the transaction of business, but if at any meeting of the Boardof Directors there shall be less than a quorum present, a majority of the directors present mayadjourn the meeting from time to time without further notice. The act of the majority of thedirectors present at a meeting at which a quorum is present shall be the act of the Board ofDirectors.
     **Section 3.8 VACANCIES**. Subject to the rights of the holders of any series of Preferred Stockthen outstanding, newly created directorships resulting from any increase in the authorized numberof directors or any vacancies in the Board of Directors resulting from death, resignation,retirement, disqualification, removal from office or other cause shall, unless otherwise providedby law or by resolution of the Board of Directors, be filled only by a majority vote of thedirectors then in office, though less than a quorum, and directors so chosen shall hold office fora term expiring at the annual meeting of stockholders at which the term of office of the class towhich they have been chosen expires. No decrease in the authorized number of directors shallshorten the term of any incumbent director.
     **Section 3.9 COMMITTEES**.
          A. The Board of Directors may designate one or more committees, each committee to consist ofone or more of the directors of the Corporation. The Board of Directors may specify the term foreach such committee, whether it be a standing committee, a committee existing for a specified termor a committee continuing until resolution of a particular matter, and may amend the term of anysuch committee from time to time. The Board of Directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualified member at anymeeting of the committee. In the absence or disqualification of a member of the committee, themember or members thereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in place of any such absent or disqualified member. Any such committee, to theextent permitted by law and to the extent provided in the resolution of the Board of Directors,shall have and may exercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it.
          B. Unless the Board of Directors otherwise provides, each committee designated by the Board ofDirectors may make, alter and repeal rules for the conduct of its business. In the absence of suchrules each committee shall conduct its business in the same manner as the Board of Directorsconducts its business pursuant to these Bylaws. Unless otherwise provided by the resolution of theBoard of Directors designating the committee, a committee may create one or
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more subcommittees,each subcommittee to consist of one or more members of the committee, and delegate to asubcommittee any or all of the powers and authority of the committee.
     **Section 3.10 REMOVAL**. Subject to the rights of the holders of any series of Preferred Stockthen outstanding, any directors, or the entire Board of Directors, may be removed from office atany time, but only for cause and only by the affirmative vote of the holders of at least sixty-sixand two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares ofcapital stock of the Corporation entitled to vote generally in the election of directors, votingtogether as a single class.
     **Section 3.11 WRITTEN ACTION BY DIRECTORS**. Any action required or permitted to be taken at anymeeting of the Board of Directors, or any committee thereof, may be taken without a meeting if allmembers of the Board of Directors, or such committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the proceedings of the Board of Directors orcommittee, respectively.
     **Section 3.12 COMPENSATION OF DIRECTORS**. Directors, as such, may receive, pursuant to aresolution of the Board of Directors, fees and other compensation for their services as directors,including, without limitation, their services as members of committees of the Board of Directors.
     **Section 3.13 CHAIRMAN OF THE BOARD OF DIRECTORS.**The Board of Directors may elect from amongthe Directors a Chairman of the Board by affirmative vote of amajority of the whole Board taken at any regular or special meeting of the Board of Directors.The Chairman of the Board shall act as chairman at all meetings of the stockholders at which theChairman of the Board is present and shall preside at meetings of the Board of Directors at whichthe Chairman of the Board is present.
**ARTICLE 4**
**OFFICERS**
     **Section 4.1 ELECTED OFFICERS**. The elected officers of the Corporation shall be a ChiefExecutive Officer, a President, a Secretary, a Treasurer, and such other officers, including aChief Operating Officer, a Chief Financial Officer and/or Chief Accounting Officer, a GeneralCounsel and a Chief Technology Officer, as the Board of Directors from time to time may deemproper. All officers chosen by the Board of Directors shall each have such powers and duties asgenerally pertain to their respective offices, subject to the specific provisions of this ArticleIV. Such officers shall also have powers and duties as from time to time may be conferred by theBoard of Directors or by any committee thereof.
     **Section 4.2 ELECTION AND TERM OF OFFICE**. The elected officers of the Corporation shall beelected annually by the Board of Directors at the regular meeting of the Board of Directors heldafter each annual meeting of the stockholders. If the election of officers shall not be held atsuch meeting, such election shall be held as soon thereafter as convenient.
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Subject to Section 4.7of these Bylaws, each officer shall hold office until his successor shall have been duly electedand shall have qualified or until his death or until he shall resign.
     **Section 4.3 CHIEF EXECUTIVE OFFICER**. The Chief Executive Officer shall be the general managerof the Corporation, subject to the control of the Board of Directors. The Chief Executive Officershall have general supervision of the affairs of the Corporation, shall sign or countersign orauthorize another officer to sign all certificates, contracts, and other instruments of theCorporation as authorized by the Board of Directors. The Chief Executive Officer may employ anddischarge employees and agents of the Corporation, except such as shall be appointed by the Board,and the Chief Executive Officer may delegate these powers. The Chief Executive Officer shall makereports to the Board of Directors and stockholders, and shall perform all such other duties as areincident to such office or are properly required by the Board of Directors.
     **Section 4.4 PRESIDENT**. In the absence of a designation of a Chief Executive Officer by theBoard of Directors, the President shall have the duties of the Chief Executive Officer. ThePresident shall sign or countersign or authorize another officer to sign all certificates,contracts, and other instruments of the Corporation as authorized by the Board of Directors, andshall perform all such other duties as are incident to such office or are properly required by theBoard of Directors.
     **Section 4.5 SECRETARY**. The Secretary shall give, or cause to be given, notice of all meetingsof stockholders and directors and all other notices required by law or by these Bylaws, and in caseof his absence or refusal or neglect so to do, any such notice may be given by any person thereuntodirected by the Chairman of the Board or the President, or by the Board of Directors, upon whoserequest the meeting is called as provided in these Bylaws. He shall record all the proceedings ofthe meetings of the Board of Directors, any committees thereof and the stockholders of theCorporation in a book to be kept for that purpose, and shall perform such other duties as may beassigned to him by the Board of Directors, the Chairman of the Board or the President. He shallhave custody of the seal of the Corporation and shall affix the same to all instruments requiringit, when authorized by the Board of Directors, the Chairman of the Board or the President, andattest to the same.
     **Section 4.6 TREASURER**. The Treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate receipts and disbursements in books belonging to theCorporation. The Treasurer shall deposit all moneys and other valuables in the name and to thecredit of the Corporation in such depositaries as may be designated by the Board of Directors. TheTreasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directorsthe Chairman of the Board, or the President, taking proper vouchers for such disbursements. TheTreasurer shall render to the Chairman of the Board, the President and the Board of Directors,whenever requested, an account of all his transactions as Treasurer and of the financial conditionof the Corporation. If required by the Board of Directors, the Treasurer shall give theCorporation a bond for the faithful discharge of his duties in such amount and with such surety asthe Board of Directors shall prescribe.
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     **Section 4.7 REMOVAL**. Any officer elected by the Board of Directors may be removed by amajority vote of the Board of Directors whenever, in its judgment, the best interests of theCorporation would be served thereby. No elected officer shall have any contractual rights againstthe Corporation for compensation by virtue of such election beyond the date of the election of hissuccessor, his death, his resignation or his removal, whichever event shall first occur, except asotherwise provided in an employment contract or an employee plan.
     **Section 4.8 VACANCIES**. A newly created office and a vacancy in any office because of death,resignation, or removal may be filled by the Board of Directors for the unexpired portion of theterm at any meeting of the Board of Directors.
**ARTICLE 5**
**STOCK CERTIFICATES AND TRANSFERS**
     **Section 5.1 STOCK CERTIFICATES AND TRANSFERS**.
          A. The interest of each stockholder of the Corporation shall be evidenced by certificates forshares of stock in such form as the appropriate officers of the Corporation may from time to timeprescribe. The shares of the stock of the Corporation shall be transferred on the books of theCorporation by the holder thereof in person or by his attorney, upon surrender for cancellation ofcertificates for the same number of shares, with an assignment and power of transfer endorsedthereon or attached thereto, duly executed, and with such proof of the authenticity of thesignature as the Corporation or its agents may reasonably require.
          B. The certificates of stock shall be signed, countersigned and registered in such manner asthe Board of Directors may by resolution prescribe, which resolution may permit all or any of thesignatures on such certificates to be in facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon a certificate has ceasedto be such officer, transfer agent or registrar before such certificate is issued, it may be issuedby the Corporation with the same effect as if he were such officer, transfer agent or registrar atthe date of issue.
          C. The Corporation may issue a new certificate of stock in the place of any certificatepreviously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation mayrequire the owner of the lost, stolen or destroyed certificate , or such owner’s legalrepresentative, to agree to indemnify the Corporation and/or to give the Corporation a bondsufficient to indemnify it, against any claim that may be made against it on account of the allegedloss, theft or destruction of any such certificate or the issuance of such new certificate.
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**ARTICLE 6**
**INDEMNIFICATION**
     **Section 6.1 RIGHT TO INDEMNIFICATION**. Each person who was or is made a party or is threatenedto be made a party to or is otherwise involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact thathe or she is or was a director or officer of the Corporation or is or was serving at the request ofthe Corporation as a director, officer, employee or agent of another corporation or of apartnership, joint venture, trust or other enterprise, including service with respect to anemployee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding isalleged action in an official capacity as a director, officer, employee or agent or in any othercapacity while serving as a director, officer, employee or agent, shall be indemnified and heldharmless by the Corporation to the fullest extent authorized by the General Corporation Law of theState of Delaware, as the same exists or may hereafter be amended (but, in the case of any suchamendment, only to the extent that such amendment permits the Corporation to provide broaderindemnification rights than permitted prior thereto), against all expense, liability and loss(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid insettlement) reasonably incurred or suffered by such indemnitee in connection therewith and suchindemnification shall continue as to an indemnitee who has ceased to be a director, officer,employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors andadministrators; PROVIDED, HOWEVER, that, except as provided in Section 6.3 hereof with respect toproceedings to enforce rights to indemnification, the Corporation shall indemnify any suchindemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only ifsuch proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
     **Section 6.2 RIGHT TO ADVANCEMENT OF EXPENSES**. The right to indemnification conferred inSection 6.1 shall include the right to be paid by the Corporation the expenses incurred indefending any proceeding for which such right to indemnification is applicable in advance of itsfinal disposition (hereinafter an “advancement of expenses”); PROVIDED, HOWEVER, that, if theGeneral Corporation Law of the State of Delaware requires, an advancement of expenses incurred byan indemnitee in his or her capacity as a director or officer (and not in any other capacity inwhich service was or is rendered by such indemnitee, including, without limitation, service to anemployee benefit plan) shall be made only upon delivery to the Corporation of an undertaking(hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts soadvanced if it shall ultimately be determined by final judicial decision from which there is nofurther right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitledto be indemnified for such expenses under this Section or otherwise; and PROVIDED, FURTHER, thatthe Corporation shall not be required to advance any expenses to a person against whom theCorporation directly brings a claim, in a proceeding, alleging that such person has breached suchperson’s duty of loyalty to the Corporation, committed an act or omission notin good faith or that involves intentional misconduct or a knowing violation of law, orderived an improper personal benefit from a transaction.
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     **Section 6.3 RIGHT OF INDEMNITEE TO BRING SUIT**. The rights to indemnification and to theadvancement of expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contractrights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation withinsixty days after a written claim has been received by the Corporation, except in the case of aclaim for an advancement of expenses, in which case the applicable period shall be twenty days, theindemnitee may at any time thereafter bring suit against the Corporation to recover the unpaidamount of the claim. If successful in whole or in part in any such suit, or in a suit brought bythe Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, theindemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In(A) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not ina suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be adefense that, and (B) in any suit by the Corporation to recover an advancement of expenses pursuantto the terms of an undertaking the Corporation shall be entitled to recover such expenses upon afinal adjudication that, the indemnitee has not met any applicable standard for indemnification setforth in the General Corporation Law of the State of Delaware. Neither the failure of theCorporation (including its Board of Directors, independent legal counsel, or its stockholders) tohave made a determination prior to the commencement of such suit that indemnification of theindemnitee is proper in the circumstances because the indemnitee has met the applicable standard ofconduct set forth in the General Corporation Law of the State of Delaware, nor an actualdetermination by the Corporation (including its Board of Directors, independent legal counsel, orits stockholders) that the indemnitee has not met such applicable standard of conduct, shall createa presumption that the indemnitee has not met the applicable standard of conduct or, in the case ofsuch a suit brought by the indemnitee, be a defense to such suit. In any suit brought by theindemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or bythe Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, theburden of proving that the indemnitee is not entitled to be indemnified, or to such advancement ofexpenses, under this Section or otherwise shall be on the Corporation.
     **Section 6.4 NON-EXCLUSIVITY OF RIGHTS**. The rights to indemnification and to the advancement ofexpenses conferred in this Section shall not be exclusive of any other right which any person mayhave or hereafter acquire under the Certificate of Incorporation, these Bylaws, or any statute,agreement, vote of stockholders or disinterested directors or otherwise.
     **Section 6.5 INSURANCE**. The Corporation may maintain insurance, at its expense, to protectitself and any director, officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any expense, liability or loss,whether or not the Corporation would have the power to indemnify such person against such expense,liability or loss under the General Corporation Law of the State of Delaware.
     **Section 6.6 INDEMNIFICATION CONTRACTS**. The Board of Directors is authorized to cause theCorporation to enter into indemnification contracts with any director, officer, employee or agentof the Corporation, or any person serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise,including employee benefit plans, providing indemnification rights to such person. Such rights maybe greater than those provided by this Article.
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     **Section 6.7 EFFECT OF AMENDMENT**. Any amendment, repeal or modification of any provision ofthis Article shall be prospective only, and shall not adversely affect any right or protectionconferred on a person pursuant to this Article and existing at the time of such amendment, repealor modification.
**ARTICLE 7**
**MISCELLANEOUS PROVISIONS**
     **Section 7.1 FISCAL YEAR**. The fiscal year of the Corporation shall begin on the first day ofApril and end on the 31st day of March of each year.
     **Section 7.2 DIVIDENDS**. The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in the manner and upon the terms andconditions provided by law and its Certificate of Incorporation.
     **Section 7.3 SEAL**. The corporate seal shall have inscribed the name of the Corporation thereonand shall be in such form as may be approved from time to time by the Board of Directors.
     **Section 7.4 WAIVER OF NOTICE**. Whenever any notice is required to be given to any stockholderor director of the Corporation under the provisions of the General Corporation Law of the State ofDelaware, a waiver thereof in writing, signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalent to the giving of suchnotice. Neither the business to be transacted at, nor the purpose of, any annual or specialmeeting of the stockholders of the Board of Directors need be specified in any waiver of notice ofsuch meeting.
     **Section 7.5 RESIGNATIONS**. Any director or any officer, whether elected or appointed, mayresign at any time by serving written notice of such resignation on the Chairman of the Board, thePresident or the Secretary, and such resignation shall be deemed to be effective as of the close ofbusiness on the date said notice is received by the Chairman of the Board, the President, or theSecretary or at such later date as isstated therein. No formal action shall be required of the Board of Directors or thestockholders to make any such resignation effective.
     **Section 7.6 CONTRACTS**. Except as otherwise required by law, the Certificate of Incorporationor these Bylaws, any contracts or other instruments may be executed and delivered in the name andon the behalf of the Corporation by such officer or officers of the Corporation as the Board ofDirectors may from time to time direct. Such authority may be general or confined to specificinstances as the Board may determine. The President or any Vice President may execute bonds,contracts, deeds, leases and other instruments to be made or executed for or on behalf of theCorporation. Subject to any restrictions imposed by the Board of Directors, the President or anyVice President of the Corporation may delegate contractual powers to others under his jurisdiction,it being understood, however, that any such delegation of power shall not relieve such officer ofresponsibility with respect to the exercise of such delegated power.
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     **Section 7.7 PROXIES**. Unless otherwise provided by resolution adopted by the Board ofDirectors, the President or any Vice President may from time to time appoint any attorney orattorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, tocast the votes which the Corporation may be entitled to cast as the holder of stock or othersecurities in any other corporation or other entity, any of whose stock or other securities may beheld by the Corporation, at meetings of the holders of the stock and other securities of such othercorporation or other entity, or to consent in writing, in the name of the Corporation as suchholder, to any action by such other corporation or other entity, and may instruct the person orpersons so appointed as to the manner of casting such votes or giving such consent, and may executeor cause to be executed in the name and on behalf of the Corporation and under its corporate sealor otherwise, all such written proxies or other instruments as he may deem necessary or proper inthe premises.
     **Section 7.8 SEVERABILITY**. If any provision of these Bylaws shall be held to be invalid,illegal, unenforceable or in conflict with the provisions of the Corporation’s Certificate ofIncorporation, then such provision shall nonetheless be enforced to the maximum extent possibleconsistent with such holding and the remaining provisions of these Bylaws (including withoutlimitation, all portions of any section of these Bylaws containing any such provision held to beinvalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are notthemselves invalid, illegal, unenforceable or in conflict with Certificate of Incorporation) shallremain in full force and effect.
**ARTICLE 8**
**AMENDMENTS**
     **Section 8.1 AMENDMENTS**. Subject to the provisions of the Certificate of Incorporation, theseBylaws may be amended, altered, added to, rescinded or repealed at any meeting of the Board ofDirectors or of the stockholders,provided notice of the proposed change was given in the notice of the meeting and, in the caseof a meeting of the Board of Directors, in a notice given no less than twenty-four hours prior tothe meeting.
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**CERTIFICATE OF SECRETARY OF**
**WEBMETHODS, INC.**
     The undersigned, Douglas W. McNitt, hereby certifies that he is the duly elected and actingSecretary of webMethods, Inc., a Delaware corporation (the “Corporation”), and that the Bylawsattached hereto constitute the Bylaws of said Corporation as duly adopted by the Directors onFebruary 9, 2005.
     **IN WITNESS WHEREOF**, the undersigned has hereunto subscribed his name this ninth day ofFebruary, 2005.    /S/ DOUGLAS McNITT    Douglas W. McNitt, Secretary
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