**Exhibit3.02**

 

**AMENDEDAND RESTATED**

** **

**BYLAWS**

** **

**OF**

** **

**VERSANTCORPORATION**

(a California corporation)

 

**(asamended through January 20, 2004)**

 

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**AMENDEDAND RESTATED**

** **

**BYLAWS**

** **

**OF**

** **

**VERSANTCORPORATION**

(a California corporation)

** **

**TABLE OFCONTENTS**

 

 
| **Article I**   | **OFFICES**               |                          |
|-----------------|---------------------------|-------------------------------|
| ** **      | ** **                |                          |
|            | Section 1.1:              | Principal Office              |   |
|            |                      |                          |   |
|            | Section 1.2:              | Other Offices                 |   |
|            |                      |                          |   |
|            |                      |                          |   |
| **Article II**  | **DIRECTORS**             |                          |
| ** **      | ** **                |                          |   |
|            | Section 2.1:              | Exercise of  Corporate Powers |   |
|            |                      |                          |   |
|            | Section 2.2:              | Number                        |   |
|            |                      |                          |   |
|            | Section 2.3:              | Need Not Be  Shareholders     |   |
|            |                      |                          |   |
|            | Section 2.4:              | Compensation                  |   |
|            |                      |                          |   |
|            | Section 2.5:              | Election and Term  of Office  |   |
|            |                      |                          |   |
|            | Section 2.6:              | Vacancies                     |   |
|            |                      |                          |   |
|            | Section 2.7:              | Removal                       |   |
|            |                      |                          |   |
|            | Section 2.8:              | Powers and Duties             |   |
|            |                      |                          |   |
|            |                      |                          |   |
| **Article III** | **MEETINGS OF DIRECTORS** |                          |
| ** **      | ** **                |                          |
|            | Section 3.1:              | Place of Meetings             |   |
|            |                      |                          |   |
|            | Section 3.2:              | Regular Meetings              |   |
|                 |                           |                               |  |  |

 

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|           | Section 3.3:   | Special Meetings                     |   |
|----------------|----------------|--------------------------------------|--------|
|           |           |                                 |   |
|           | Section 3.4:   | Notice of Special  Meetings          |   |
|           |           |                                 |   |
|           | Section 3.5:   | Quorum                               |   |
|           |           |                                 |   |
|           | Section 3.6:   | Conference  Telephone                |   |
|           |           |                                 |   |
|           | Section 3.7:   | Waiver of Notice  and Consent        |   |
|           |           |                                 |   |
|           | Section 3.8:   | Action Without a  Meeting            |   |
|           |           |                                 |   |
|           | Section 3.9:   | Committees                           |   |
|           |           |                                 |   |
|           |           |                                 |   |
| **Article IV** | **COMMITTEES** |                                 |
| ** **     | ** **     |                                 |
|           | Section 4.1:   | Appointment and  Procedure           |   |
|           |           |                                 |   |
|           | Section 4.2:   | Executive  Committee Powers.         |   |
|           |           |                                 |   |
|           | Section 4.3:   | Powers of Other  Committees          |   |
|           |           |                                 |   |
|           | Section 4.4:   | Limitations on  Powers of Committees |   |
|           |           |                                 |   |
|           |           |                                 |   |
| **Article V**  | **OFFICERS**   |                                 |
| ** **     | ** **     |                                 |
|           | Section 5.1:   | Election and  Qualifications         |   |
|           |           |                                 |   |
|           | Section 5.2:   | Term of Office  and Compensation     |   |
|           |           |                                 |   |
|           | Section 5.3:   | Chief Executive  Officer             |   |
|           |           |                                 |   |
|           | Section 5.4:   | Chairman of the  Board               |   |
|           |           |                                 |   |
|           | Section 5.5:   | President.                           |   |
|           |           |                                 |   |
|           | Section 5.6:   | President Pro Tem                    |   |
|           |           |                                 |   |
|           | Section 5.7:   | Vice President                       |   |
|           |           |                                 |   |
|           | Section 5.8:   | Secretary                            |   |
|           |           |                                 |   |
|           | Section 5.9:   | Chief Financial  Officer             |   |
|           |           |                                 |   |
|           | Section 5.10:  | Instruments in  Writing              |   |
|                |                |                                      |        |  |

 

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| **Article VI**   | **INDEMNIFICATION**                           |                                       |
|------------------|-----------------------------------------------|--------------------------------------------|
| ** **       | ** **                                    |                                       |
|             | Section 6.l:                                  | Indemnification  of Directors and Officers |   |
|             |                                          |                                       |   |
|             | Section 6.2:                                  | Advancement of  Expenses                   |   |
|             |                                          |                                       |   |
|             | Section 6.3:                                  | Non-Exclusivity  of Rights                 |   |
|             |                                          |                                       |   |
|             | Section 6.4:                                  | Indemnification  Contracts                 |   |
|             |                                          |                                       |   |
|             | Section 6.5:                                  | Effect of  Amendment                       |   |
|             |                                          |                                       |   |
|             |                                          |                                       |   |
| **Article VII**  | **MEETINGS OF, AND REPORTS TO, SHAREHOLDERS** |                                       |
| ** **       | ** **                                    |                                       |
|             | Section 7.1:                                  | Place of Meetings                          |   |
|             |                                          |                                       |   |
|             | Section 7.2:                                  | Annual Meetings                            |   |
|             |                                          |                                       |   |
|             | Section 7.3:                                  | Special Meetings                           |   |
|             |                                          |                                       |   |
|             | Section 7.4:                                  | Notice of  Meetings                        |   |
|             |                                          |                                       |   |
|             | Section 7.5:                                  | Consent to  Shareholders’ Meetings    |   |
|             |                                          |                                       |   |
|             | Section 7.6:                                  | Quorum                                     |   |
|             |                                          |                                       |   |
|             | Section 7.7:                                  | Adjourned  Meetings                        |   |
|             |                                          |                                       |   |
|             | Section 7.8:                                  | Voting Rights                              |   |
|             |                                          |                                       |   |
|             | Section 7.9:                                  | Action by Written  Consents                |   |
|             |                                          |                                       |   |
|             | Section 7.10:                                 | Election of  Directors                     |   |
|             |                                          |                                       |   |
|             | Section 7.11:                                 | Proxies                                    |   |
|             |                                          |                                       |   |
|             | Section 7.12:                                 | Inspectors of  Election                    |   |
|             |                                          |                                       |   |
|             | Section 7.13:                                 | Annual Reports                             |   |
|             |                                          |                                       |   |
|             |                                          |                                       |   |
| **Article VIII** | **SHARES AND SHARE CERTIFICATES**             |                                       |
| ** **       | ** **                                    |                                       |
|             | Section 8.1:                                  | Shares Held By  the Company                |   |
|                  |                                               |                                            |  |  |

 

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|           | Section 8.2:                                                    | Certificates for  Shares                                                 |   |
|----------------|-----------------------------------------------------------------|--------------------------------------------------------------------------|--------|
|           |                                                            |                                                                     |   |
|           | Section 8.3:                                                    | Lost Certificates                                                        |   |
|           |                                                            |                                                                     |   |
|           |                                                            |                                                                     |   |
| **Article IX** | **CONSTRUCTION OF BYLAWS WITH REFERENCE TO  PROVISIONS OF LAW** | ** **                                                               |
| ** **     | ** **                                                      | ** **                                                               |
|           | Section 9.1:                                                    | Bylaw Provisions  Construed as Additional and Supplemental to Provisions |   |
|           |                                                            |                                                                     |   |
|           | Section 9.2:                                                    | Bylaw Provisions  Contrary to or Inconsistent with Provisions of Law     |   |
|           |                                                            |                                                                     |   |
|           |                                                            |                                                                     |   |
| **Article X**  | **CERTIFICATION, ADOPTION, AMENDMENT OR REPEAL  OF BYLAWS**     | ** **                                                               |
| ** **     | ** **                                                      | ** **                                                               |
|           | Section 10.1:                                                   | By Shareholders                                                          |   |
|           |                                                            |                                                                     |   |
|           | Section 10.2:                                                   | By the Board of  Directors                                               |   |
|           |                                                            |                                                                     |   |
|           | Section 10.3:                                                   | Certification  and Inspection of Bylaws                                  |   |
|                |                                                                 |                                                                          |        |  |

 

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**AMENDEDAND RESTATED BYLAWS**

 

**OF**

 

**VERSANTCORPORATION**

(a Californiacorporation)

 

**(asamended through September 28, 2000)**

 

 

**Article I**

 

**OFFICES**

 

Section 1.1:     Principal Office.  The principal executive office for thetransaction of the business of this corporation (the “Company”) shall belocated at such place as the Board of Directors may from time to timedecide.  The Board of Directors is herebygranted full power and authority to change the location of the principalexecutive office from one location to another.

 

Section 1.2:     Other Offices.  One or more branch or other subordinateoffices may at any time be fixed and located by the Board of Directors at suchplace or places within or outside the State of California as it deemsappropriate.

 

 

**Article II**

 

**DIRECTORS**

 

Section 2.1:     Exercise of Corporate Powers.  Except as otherwise provided by these Bylaws,by the Articles of Incorporation of the Company or by the laws of the State ofCalifornia now or hereafter in force, the business and affairs of the Companyshall be managed and all corporate powers shall be exercised by or under theultimate direction of a board of directors (the “Board of Directors”).

 

Section 2.2:     Number.  The authorized number of directors of theCompany shall initially be six****(6).  The authorized number of directors may bevaried from time to time by resolution of the Board of Directors, provided thatthe minimum authorized number shall be not less than five (5) and the maximumauthorized number shall not be more than nine (9).  Until changed by an amendment of this Sectionby the shareholders of the Company, the authorized number of directors of theCompany may be varied by the Board of Directors, as opposed to being fixed,within the range of the minimum and the maximum authorized numbers of directorsprovided above.  Any amendment to theseBylaws reducing such minimum number of authorized directors to a number lessthan five (5) cannot be adopted if the votes cast against its adoption at ameeting, or the shares not consenting in the case of action by written consent,are equal to more than 16-2/3%****of theoutstanding shares entitled to vote.

 

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Section 2.3:     Need Not Be Shareholders.  The directors of the Company need not beshareholders of this Company.

 

Section 2.4:     Compensation.  Directors and members of committees mayreceive such compensation, if any, for their services as may be fixed ordetermined by resolution of the Board of Directors.  Nothing herein contained shall be construedto preclude any director from serving the Company in any other capacity andreceiving compensation therefor.

 

Section 2.5:     Election and Term of Office.  The directors shall be elected annually bythe shareholders at the annual meeting of the shareholders.  The term of office of the directors shallbegin immediately after their election and shall continue until the next annualmeeting of the shareholders and until their respective successors areelected.  A reduction of the authorizednumber of directors shall not shorten the term of any incumbent director orremove any incumbent director prior to the expiration of such director’s termof office.

 

Section 2.6:     Vacancies.  A vacancy or vacancies on the Board ofDirectors shall exist:

 

(a)     in the case of the death of any director;or

 

(b)     in the case of the resignation or removalof any director; or

 

(c)     if the authorized number of directors isincreased; or

 

(d)     if the shareholders fail, at any annualmeeting of shareholders at which any director is elected, to elect the fullauthorized number of directors at that meeting.

 

The Board of Directorsmay declare vacant the office of a director if he or she is declared of unsoundmind by an order of court or convicted of a felony or if, within 60 days afternotice of his or her election, he or she does not accept the office.  Any vacancy, except for a vacancy created byremoval of a director as provided in Section 2.7 hereof, may be filled by aperson selected by a majority of the remaining directors then in office,whether or not less than a quorum, or by a sole remaining director.  Vacancies occurring in the Board of Directorsby reason of removal of directors shall be filled only by approval ofshareholders.  The shareholders may electa director at any time to fill any vacancy not filled by the directors.  Any such election by the written consent ofshareholders, other than to fill a vacancy created by removal, requires theconsent of shareholders holding a majority of the outstanding shares entitledto vote.  If, after the filling of anyvacancy by the directors, the directors then in office who have been elected bythe shareholders shall constitute less than a majority of the directors then inoffice, any holder or holders of an aggregate of 5% or more of the total numberof shares at that time having the right to vote for such directors may call aspecial meeting of shareholders to be held to elect the entire Board ofDirectors.  The term of office of anydirector then in office shall terminate upon the election of such director’ssuccessor.  Any director may resigneffective upon giving written notice to the Chairman of the Board, if any, thePresident, the Secretary or the Board of Directors, unless the notice specifiesa later time for the effectiveness of such resignation.  After the notice is given and if theresignation is effective at a future time, a successor may be elected orappointed to take office when the resignation becomes effective.

 

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Section 2.7:     Removal.  The entire Board of Directors or anyindividual director may be removed from office without cause by an affirmativevote of shareholders holding a majority of the outstanding shares entitled tovote.  If the entire Board of Directorsis not removed, however, then no individual director shall be removed if thevotes cast against removal of that director, plus the votes not consenting inwriting to such removal, would be sufficient to elect that director if votedcumulatively in an election at which the following were true:

 

(a)     the same total number of votes were cast,or, if such action is taken by written consent, all shares entitled to votewere voted; and

 

(b)     the entire number of directors authorizedat the time of the director’s most recent election were then being elected.

 

If any or all directorsare so removed, new directors may be elected at the same meeting or at asubsequent meeting.  If at any time aclass or series of shares is entitled to elect one or more directors underauthority granted by the Articles of Incorporation, the provisions of thisSection 2.7 shall apply to the vote of that class or series and not to the voteof the outstanding shares as a whole.

 

Section 2.8:     Powers and Duties.  Without limiting the generality or extent ofthe general corporate powers to be exercised by the Board of Directors pursuantto Section 2.1 of these Bylaws, it is hereby provided that the Board ofDirectors shall have full power with respect to the following matters:

 

(a)     To purchase, lease and acquire any and allkinds of property, real, personal or mixed, and at its discretion to paytherefor in money, in property and/or in stocks, bonds, debentures or othersecurities of the Company.

 

(b)     To enter into any and all contracts andagreements which in its judgment may be beneficial to the interests andpurposes of the Company.

 

(c)     To fix and determine and to vary from timeto time the amount or amounts to be set aside or retained as reserve funds oras working capital of the Company or for maintenance, repairs, replacements orenlargements of its properties.

 

(d)     To declare and pay dividends in cash,shares and/or property out of any funds of the Company at the time legally availablefor the declaration and payment of dividends on its shares.

 

(e)     To adopt such rules and regulations for theconduct of its meetings and the management of the affairs of the Company as itmay deem proper.

 

(f)      To prescribe the manner in which and theperson or persons by whom any or all of the checks, drafts, notes, bills ofexchange, contracts and other corporate instruments shall be executed.

 

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(g)     To accept resignations of directors; todeclare vacant the office of a director as provided in Section 2.6 hereof; and,in case of vacancy in the office of directors, to fill the same to the extentprovided in Section 2.6 hereof.

 

(h)     To create offices in addition to those forwhich provision is made by law or these Bylaws; to elect and remove at pleasureall officers of the Company, fix their terms of office, prescribe their titles,powers and duties, limit their authority and fix their salaries in any way itmay deem advisable that is not contrary to law or these Bylaws.

 

(i)      To designate one or more persons toperform the duties and exercise the powers of any officer of the Company duringthe temporary absence or disability of such officer.

 

(j)      To appoint or employ and to remove atpleasure such agents and employees as it may see fit, to prescribe theirtitles, powers and duties, limit their authority and fix their salaries in anyway it may deem advisable that is not contrary to law or these Bylaws.

 

(k)     To fix a time in the future, which shallnot be more than 60 days nor less than 10 days prior to the date of the meetingnor more than 60 days prior to any other action for which it is fixed, as arecord date for the determination of the shareholders entitled to notice of andto vote at any meeting, or entitled to receive any payment of any dividend orother distribution, or allotment of any rights, or entitled to exercise anyrights in respect of any other lawful action; and in such case onlyshareholders of record on the date so fixed shall be entitled to notice of andto vote at the meeting or to receive the dividend, distribution or allotment ofrights or to exercise the rights, as the case may be, notwithstanding anytransfer of any shares on the books of the Company after any record date fixedas aforesaid.  The Board of Directors mayclose the books of the Company against transfers of shares during the whole orany part of such period.

 

(l)      To fix and locate from time to time theprincipal office for the transaction of the business of the Company and one ormore branch or other subordinate offices of the Company within or without theState of California; to designate any place within or without the State ofCalifornia for the holding of any meeting or meetings of the shareholders orthe Board of Directors, as provided in Sections 3.1 and 7.1 hereof; to adopt,make and use a corporate seal, and to prescribe the forms of certificates forshares and to alter the form of such seal and of such certificates from time totime as in its judgment it may deem best, provided such seal and suchcertificates shall at all times comply with the provisions of law now orhereafter in effect.

 

(m)    To authorize the issuance of shares of stockof the Company in accordance with the laws of the State of California and theArticles of Incorporation.

 

(n)     Subject to the limitation provided inSection 10.2 hereof, to adopt, amend or repeal from time to time and at anytime these Bylaws and any and all amendments thereof.

 

(o)     To borrow money, make guarantees ofindebtedness or other obligations of third parties and incur indebtedness onbehalf of the Company, including the power and authority to borrow money fromany of the shareholders, directors or officers of the Company; and to

 

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cause to be executed anddelivered therefor in the corporate name promissory notes, bonds, debentures,deeds of trust, mortgages, pledges (or other transfers of property as securityor collateral for a debt), or other evidences of debt and securities therefor;and the note or other obligation given for any indebtedness of the Company,signed officially by any officer or officers thereunto duly authorized by theBoard of Directors, shall be binding on the Company.

 

(p)     To approve a loan of money or property toany officer or director of the Company or any parent or subsidiary company,guarantee the obligation of any such officer or director, or approve anemployee benefit plan authorizing such a loan or guaranty to any such officeror director; provided that, on the date of approval of such loan or guaranty,the Company has outstanding shares held of record by 100 or more persons.  Such approval shall require a determinationby the Board of Directors that the loan or guaranty may reasonably be expectedto benefit the Company and must be by vote sufficient without counting the voteof any interested director.

 

(q)     Generally to do and perform every act andthing whatsoever that may pertain to the office of a director or to a board ofdirectors.

 

 

**Article III**

 

**MEETINGSOF DIRECTORS**

 

Section 3.1:     Place of Meetings.  Meetings (whether regular, special oradjourned) of the Board of Directors of the Company shall be held at theprincipal executive office of the Company or at any other place within oroutside the State of California which may be designated from time to time byresolution of the Board of Directors or which is designated in the notice ofthe meeting.

 

Section 3.2:     Regular Meetings.  Regular meetings of the Board of Directorsshall be held after the adjournment of each annual meeting of the shareholders(which regular directors’ meeting shall be designated the “Regular AnnualMeeting”) and at such other times as may be designated from time to time byresolution of the Board of Directors. Notice of the time and place of all regular meetings shall be given inthe same manner as for special meetings, except that no such notice need begiven if (a) the time and place of such meetings are fixed by the Board ofDirectors or (b) the Regular Annual Meeting is held at the principal executiveoffice of this Corporation and on the date specified by the Board of Directors.

 

Section 3.3:     Special Meetings.  Special meetings of the Board of Directorsmay be called at any time by the Chairman of the Board, if any, or thePresident, or any Vice President, or the Secretary or by any two or moredirectors.

 

Section 3.4:     Notice of Special Meetings.  Special meetings of the Board of Directorsshall be held upon no less than 4 days’ notice by mail or 48 hours’ noticedelivered personally or by telephone or telegraph to each director.  Notice need not be given to any director whosigns a waiver of notice or a consent to holding the meeting or an approval ofthe minutes thereof,

 

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whether before or afterthe meeting, or who attends the meeting without protesting, prior thereto or atits commencement, the lack of notice to such director.  All such waivers, consents and approvalsshall be filed with the corporate records or made a part of the minutes of themeeting.  Any oral notice givenpersonally or by telephone may be communicated either to the director or to aperson at the home or office of the director who the person giving the noticehas reason to believe will promptly communicate it to the director.  A notice or waiver of notice need not specifythe purpose of any meeting of the Board of Directors.  If the address of a director is not shown onthe records of the Company and is not readily ascertainable, notice shall beaddressed to him or her at the city or place in which meetings of the directorsare regularly held.  If a meeting isadjourned for more than 24 hours, notice of any adjournment to another time orplace shall be given prior to the time of the adjourned meeting to alldirectors not present at the time of adjournment.

 

Section 3.5:     Quorum.  A majority of the authorized number ofdirectors constitutes a quorum of the Board of Directors for the transaction ofbusiness.  Every act or decision done ormade by a majority of the directors present at a meeting duly held at which aquorum is present is the act of the Board of Directors subject to provisions oflaw relating to interested directors and indemnification of agents of theCompany.  A majority of the directorspresent, whether or not a quorum is present, may adjourn any meeting to anothertime and place.  A meeting at which aquorum is initially present may continue to transact business notwithstandingthe withdrawal of directors, if any action taken is approved by at least amajority of the required quorum for such meeting.

 

Section 3.6:     Conference Telephone.  Members of the Board of Directors mayparticipate in a meeting through use of conference telephone or similarcommunications equipment, so long as all directors participating in suchmeeting can hear one another. Participation in a meeting pursuant to this Section constitutes presencein person at such meeting.

 

Section 3.7:     Waiver of Notice and Consent.  The transactions of any meeting of the Boardof Directors, however called and noticed or wherever held, shall be as valid asthough had at a meeting duly held after regular call and notice if a quorum ispresent, and if, either before or after the meeting, each of the directors notpresent signs a written waiver of notice, a consent to holding such meeting oran approval of the minutes thereof.  Allsuch waivers, consents and approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting.

 

Section 3.8:     Action Without a Meeting.  Any action required or permitted by law to betaken by the Board of Directors may be taken without a meeting, if all membersof the Board of Directors shall individually or collectively consent in writingto the taking of such action.  Suchwritten consent or consents shall be filed with the minutes of the proceedingsof the Board of Directors.  Such actionby written consent shall have the same force and effect as a unanimous vote ofsuch directors at a duly held meeting.

 

Section 3.9:     Committees.  The provisions of this Article apply also tocommittees of the Board of Directors and action by such committees.

 

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**Article IV**

 

**COMMITTEES**

 

Section 4.1:     Appointment and Procedure.  The Board of Directors may, by resolutionadopted by a majority of the authorized number of directors, appoint from amongits members one or more committees, including without limitation an executivecommittee, an audit committee and a compensation committee, of two or moredirectors.  Each committee may make itsown rules of procedure subject to Section 3.9 hereof, and shall meet asprovided by such rules or by a resolution adopted by the Board of Directors(which resolution shall take precedence). A majority of the members of the committee shall constitute aquorum.  The affirmative vote of amajority of the members of the committee present at a duly held meeting atwhich a quorum is present shall be necessary for the adoption of anyresolution.  Any action required orpermitted to be taken by the committee may be taken without a meeting, if allmembers of the committee shall individually or collectively consent in writingto the taking of such action.

 

Section 4.2:     Executive Committee Powers.  During the intervals between the meetings ofthe Board of Directors, the Executive Committee, if any, in all cases in whichspecific directions shall not have been given by the Board of Directors, shallhave and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the Company in such manner as theExecutive Committee may deem best for the interests of the Company.

 

Section 4.3:     Powers of Other Committees.  Other committees shall have such powers asare given them in a resolution of the Board of Directors.

 

Section 4.4:     Limitations on Powers of Committees.  No committee shall have the power to act withrespect to:

 

(a)     any action for which the laws of the Stateof California also require shareholder approval or approval of the outstanding shares;

 

(b)     the filling of vacancies on the Board ofDirectors or in any committee;

 

(c)     the fixing of compensation of the directorsfor serving on the Board of Directors or on any committee;

 

(d)     the amendment or repeal of these Bylaws orthe adoption of new Bylaws;

 

(e)     the amendment or repeal of any resolutionof the Board of Directors which by its express terms is not amendable orrepealable;

 

(f)      a distribution to the shareholders of theCompany, except at a rate or in a periodic amount or within a price range asset forth in the Articles of Incorporation or determined by the Board ofDirectors; and

 

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(g)     the appointment of other committees of theBoard of Directors or the members thereof.

 

 

**Article V**

 

**OFFICERS**

 

Section 5.1:     Election and Qualifications.  The officers of the Company shall consist ofa President and/or a Chief Executive Officer, a Secretary, a Chief FinancialOfficer and such other officers, including, but not limited to, a Chairman ofthe Board of Directors, one or more Vice Presidents, a Treasurer, and AssistantVice Presidents, Assistant Secretaries and Assistant Treasurers, as the Boardof Directors shall deem expedient, who shall be chosen in such manner and holdtheir offices for such terms as the Board of Directors may prescribe.  Any number of offices may be held by the sameperson.  Any Vice President, AssistantTreasurer or Assistant Secretary, respectively, may exercise any of the powersof the President, the Chief Financial Officer or the Secretary, respectively,as directed by the Board of Directors, and shall perform such other duties asare imposed upon him or her by these Bylaws or the Board of Directors.

 

Section 5.2:     Term of Office and Compensation.  The term of office and salary of each of saidofficers and the manner and time of the payment of such salaries shall be fixedand determined by the Board of Directors and may be altered by said Board ofDirectors from time to time at its pleasure, subject to the rights, if any, ofany officer under any contract of employment. Any officer may resign at any time upon written notice to the Company,without prejudice to the rights, if any, of the Company under any contract towhich the officer is a party.  If anyvacancy occurs in any office of the Company, the Board of Directors may appointa successor to fill such vacancy.

 

Section 5.3      Chief Executive Officer.  Subject to the control of the Board ofDirectors and such supervisory powers, if any, as may be given by the Board ofDirectors, the powers and duties of the Chief Executive Officer of the Companyare:

 

(a)     To act as the general manager and, subjectto the control of the Board of Directors, to have general supervision,direction and control of the business and affairs of the Company.

 

(b)     To preside at all meetings of theshareholders and, in the absence of the Chairman of the Board of Directors orif there be no Chairman, at all meetings of the Board of Directors.

 

(c)     To call meetings of the shareholders andmeetings of the Board of Directors to be held at such times and, subject to thelimitations prescribed by law or by these Bylaws, at such places as he or sheshall deem proper.

 

(d)     To affix the signature of the Company toall deeds, conveyances, mortgages, leases, obligations, bonds, certificates andother papers and instruments in writing

 

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which have beenauthorized by the Board of Directors or which, in the judgment of the ChiefExecutive Officer, should be executed on behalf of the Company; to signcertificates for shares of stock of the Company; and, subject to the directionof the Board of Directors, to have general charge of the property of theCompany and to supervise and control all officers, agents and employees of theCompany.

 

The President shall bethe Chief Executive Officer of the Company unless the Board of Directors shalldesignate the Chairman of the Board or another officer to be the ChiefExecutive Officer.  If there is noPresident, then the Chairman of the Board shall be the Chief Executive Officer.

 

Section 5.4:     Chairman of the Board.  The Chairman of the Board of Directors, ifthere be one, shall have the power to preside at all meetings of the Board ofDirectors and shall have such other powers and shall be subject to such otherduties as the Board of Directors may from time to time prescribe.

 

Section 5.5      President.  Subject to the supervisory powers of theChief Executive Officer, if not the President, and to such supervisory powersas may be given by the Board of Directors to the Chairman of the Board, if oneis elected, or to any other officer, the President shall have the generalpowers and duties of management usually vested in the office of president of acorporation and shall have such other powers and duties as may be prescribed bythe Board of Directors or these Bylaws.

 

Section 5.6:     President Pro Tem.  If neither the Chairman of the Board ofDirectors, the President, nor any Vice President is present at any meeting ofthe Board of Directors, a President pro tem may be chosen by the directorspresent at the meeting to preside and act at such meeting.  If neither the President nor any VicePresident is present at any meeting of the shareholders, a President pro temmay be chosen by the shareholders present at the meeting to preside at suchmeeting.

 

Section 5.7:     Vice President.  The titles, powers and duties of the VicePresident or Vice Presidents, if any, shall be as prescribed by the Board ofDirectors.  In case of the resignation,disability or death of the President, the Vice President, or one of the VicePresidents, shall exercise all powers and duties of the President.  If there is more than one Vice President, theorder in which the Vice Presidents shall succeed to the powers and duties of thePresident shall be as fixed by the Board of Directors.

 

Section 5.8:     Secretary.  The powers and duties of the Secretary are:

 

(a)     To keep a book of minutes at the principalexecutive office of the Company, or such other place as the Board of Directorsmay order, of all meetings of its directors and shareholders with the time andplace of holding of such meeting, whether regular or special, and, if special,how authorized, the notice thereof given, the names of those present atdirectors’ meetings, the number of shares present or represented atshareholders’ meetings and the proceedings thereof.

 

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(b)     To keep the seal of the Company and toaffix the same to all instruments which may require it.

 

(c)     To keep or cause to be kept at theprincipal executive office of the Company, or at the office of the transferagent or agents, a record of the shareholders of the Company, giving the namesand addresses of all shareholders and the number and class of shares held byeach, the number and date of certificates issued for shares and the number anddate of cancellation of every certificate surrendered for cancellation.

 

(d)     To keep a supply of certificates for sharesof the Company, to fill in all certificates issued, and to make a proper recordof each such issuance; provided that, so long as the Company shall have one ormore duly appointed and acting transfer agents of the shares, or any class orseries of shares, of the Company, such duties with respect to such shares shallbe performed by such transfer agent or transfer agents.

 

(e)     To transfer upon the share books of theCompany any and all shares of the Company; provided that, so long as theCompany shall have one or more duly appointed and acting transfer agents of theshares, or any class or series of shares, of the Company, such duties withrespect to such shares shall be performed by such transfer agent or transferagents, and the method of transfer of each certificate shall be subject to thereasonable regulations of the transfer agent to whom the certificate ispresented for transfer and, if the Company then has one or more duly appointedand acting registrars, subject to the reasonable regulations of the registrarto which a new certificate is presented for registration; and, providedfurther, that no certificate for shares of stock shall be issued or deliveredor, if issued or delivered, shall have any validity whatsoever until and unlessit has been signed or authenticated in the manner provided in Section 8.2hereof.

 

(f)      To make service and publication of allnotices that may be necessary or proper in connection with meetings of theBoard of Directors of the shareholders of the Company.  In case of the absence, disability, refusalor neglect of the Secretary to make service or publication of any notices, thensuch notices may be served and/or published by the President or a VicePresident, or by any person thereunto authorized by either of them, or by theBoard of Directors, or by the holders of a majority of the outstanding sharesof the Company.

 

(g)     Generally to do and perform all such dutiesas pertain to such office and as may be required by the Board of Directors.

 

Section 5.9:     Chief Financial Officer.  The powers and duties of the Chief FinancialOfficer are:

 

(a)     To supervise and control the keeping andmaintaining of adequate and correct accounts of the Company’s properties andbusiness transactions, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, capital, surplus and shares.  The books of account shall at all reasonabletimes be open to inspection by any director.

 

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(b)     To have the custody of all funds,securities, evidences of indebtedness and other valuable documents of theCompany and, at his or her discretion, to cause any or all thereof to bedeposited for the account of the Company with such depository as may bedesignated from time to time by the Board of Directors.

 

(c)     To receive or cause to be received, and togive or cause to be given, receipts and acquittances for monies paid in for theaccount of the Company.

 

(d)     To disburse, or cause to be disbursed, allfunds of the Company as may be directed by the President or the Board ofDirectors, taking proper vouchers for such disbursements.

 

(e)     To render to the President or to the Boardof Directors, whenever either may require, accounts of all transactions asChief Financial Officer and of the financial condition of the Company.

 

(f)      Generally to do and perform all suchduties as pertain to such office and as may be required by the Board ofDirectors.

 

Section 5.10:   Instruments in Writing.   All checks, drafts, demands for money, notesand written contracts of the Company shall be signed by such officer or officers,agent or agents, as the Board of Directors may from time to timedesignate.  No officer, agent, oremployee of the Company shall have the power to bind the Company by contract orotherwise unless authorized to do so by these Bylaws or by the Board ofDirectors.

 

 

**Article VI**

 

**INDEMNIFICATION**

 

Section 6.1:     Indemnification of Directors andOfficers.  The Company shallindemnify each person who was or is a party, or is threatened to be made aparty, to any threatened, pending or completed action or proceeding, whethercivil, criminal, administrative or investigative (a “Proceeding”) byreason of the fact that such person is or was a director or officer of theCompany, or is or was serving at the request of the Company as a director orofficer of another foreign or domestic corporation, partnership, joint venture,trust or other enterprise, or was a director or officer of a foreign ordomestic corporation which was a predecessor corporation of the Company or ofanother enterprise at the request of such predecessor corporation, to thefullest extent permitted by the California Corporations Code, against allexpenses, including, without limitation, attorneys’ fees and any expenses ofestablishing a right to indemnification, judgments, fines, settlements and otheramounts actually and reasonably incurred in connection with such Proceeding,and such indemnification shall continue as to a person who has ceased to besuch a director or officer, and shall inure to the benefit of the heirs,executors and administrators of such person; provided, however,that the Company shall indemnify any such person seeking indemnity inconnection with a Proceeding (or part thereof) initiated by such person only ifsuch Proceeding (or part thereof) was authorized by the Board of Directors ofthe Company.

 

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Section 6.2:     Advancement of Expenses.  The Company shall pay all expenses incurredby such a director or officer in defending any Proceeding as they are incurredin advance of its final disposition; provided, however, that the payment ofsuch expenses incurred by a director or officer in advance of the finaldisposition of a Proceeding shall be made only upon receipt by the Company ofan agreement by or on behalf of such director or officer to repay such amountif it shall be determined ultimately that such person is not entitled to beindemnified under this Article VI or otherwise; and provided further that theCompany shall not be required to advance any expenses to a person against whomthe Company directly brings an action, alleging that such person committed anact or omission not in good faith or that involved intentional misconduct or aknowing violation of law, or that was contrary to the best interest of theCompany, or derived an improper personal benefit from a transaction.

 

Section 6.3:     Non-Exclusivity of Rights.  The rights conferred on any person in thisArticle VI shall not be deemed exclusive of any other rights that such personmay have or hereafter acquire under any statute, by law, agreement, vote ofshareholders or disinterested directors or otherwise, both as to action in anofficial capacity and as to action in another capacity while holding suchoffice.  Additionally, nothing in thisArticle VI shall limit the ability of the Company, in its discretion, toindemnify or advance expenses to persons whom the Company is not obligated toindemnify or advance expenses to pursuant to this Article VI.

 

Section 6.4:     Indemnification Contracts.  The Board of Directors is authorized to causethe Company to enter into a contract with any director, officer, employee oragent of the Company, or any person serving at the request of the Company as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, providing for indemnification rightsequivalent to or, if the Board of Directors so determines, greater than (to theextent permitted by the Company’s Articles of Incorporation and the CaliforniaCorporations Code) those provided for in this Article VI.

 

Section 6.5:     Effect of Amendment.  Any amendment, repeal or modification of anyprovision of this Article VI shall be prospective only, and shall not adverselyaffect any right or protection conferred on a person pursuant to this ArticleVI and existing at the time of such amendment, repeal or modification.

 

 

**Article VII**

 

**MEETINGSOF, AND REPORTS TO, SHAREHOLDERS**

 

Section 7.1:     Place of Meetings.  Meetings (whether regular, special oradjourned) of the shareholders of the Company shall be held at the principalexecutive office for the transaction of business of the Company, or at anyplace within or outside the State of California which may be designated bywritten consent of all the shareholders entitled to vote thereat, or which maybe designated by resolution of the Board of Directors.  Any meeting shall be valid wherever held ifheld by the written consent of all the shareholders entitled to vote thereat,given either before or after the meeting and filed with the Secretary of theCompany.

 

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Section 7.2:     Annual Meetings.  The annual meetings of the shareholders shallbe held at the place provided pursuant to Section 7.1 hereof and at such timein a particular year as may be designated by written consent of all theshareholders entitled to vote thereat or which may be designated by resolutionof the Board of Directors of the Company. Said annual meetings shall be held for the purpose of the election ofdirectors, for the making of reports of the affairs of the Company and for thetransaction of such other business as may properly come before the meeting.

 

Section 7.3:     Special Meetings.  Special meetings of the shareholders for anypurpose or purposes whatsoever may be called at any time by the President, theChairman of the Board of Directors or by the Board of Directors, or by one ormore holders of shares entitled to cast not less than 10% (5% prior to theclosing of an initial public offering of the Company’s Common Stock) of thevotes at the meeting.  Upon request inwriting sent by registered mail to the Chairman of the Board of Directors,President, Vice President or Secretary, or delivered to any such officer inperson, by any person entitled to call a special meeting of shareholders, itshall be the duty of such officer forthwith to cause notice to be given to theshareholders entitled to vote that a meeting will be held at a time requestedby the person or persons calling the meeting, which (except where called by theBoard of Directors) shall be not less than 35 days nor more than 60 days afterthe receipt of such request.  If thenotice is not given within 20 days after receipt of the request, the personentitled to call the meeting may give the notice.  Notices of meetings called by the Board ofDirectors shall be given in accordance with Section 7.4.

 

Section 7.4:     Notice of Meetings.  Notice of any meeting of shareholders shallbe given in writing not less than 10 (or, if sent by third-class mail, 30) normore than 60 days before the date of the meeting to each shareholder entitledto vote thereat by the Secretary or an Assistant Secretary, or such otherperson charged with that duty, or if there be no such officer or person, or incase of his or her neglect or refusal, by any director or shareholder.  The notice shall state the place, date andhour of the meeting and (a) in the case of a special meeting, the generalnature of the business to be transacted, and no other business may betransacted, or (b) in the case of the annual meeting, those matters which theBoard of Directors, at the time of the mailing of the notice, intends topresent for action by the shareholders, but any proper matter may be presentedat the meeting for such action, except that notice must be given or waived inwriting of any proposal relating to any shareholder approval pursuant toSections 310, 902, 1201, 1900 or 2007 of the California Corporations Code.  The notice of any meeting at which directorsare to be elected shall include the names of nominees intended at the time ofthe notice to be presented by the Board of Directors for election.  Notice of a shareholders’ meeting or anyreport shall be given to any shareholder, either (a) personally or (b) by first-classmail, or, in case the Company has outstanding shares held of record by 500 ormore persons on the record date for the shareholders’ meeting, notice may besent by third-class mail, or other means of written communication, chargesprepaid, addressed to such shareholder at such shareholder’s address appearingon the books of the Company or given by such shareholder to the Company for thepurpose of notice.  If a shareholdergives no address or no such address appears on the books of the Company, noticeshall be deemed to have been given if sent by mail or other means of writtencommunication addressed to the place where the principal executive office ofthe Company is located, or if published at least once in a newspaper of generalcirculation in the county in which such office is located.  The notice or report shall be deemed to havebeen given

 

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at the time whendelivered personally or deposited in the United States mail, postage prepaid,or sent by other means of written communication and addressed as hereinbeforeprovided.  An affidavit or declaration ofdelivery or mailing of any notice or report in accordance with the provisionsof this Section 7.4, executed by the Secretary, Assistant Secretary or anytransfer agent, shall be prima facie evidence of the giving of the notice orreport.  If any notice or reportaddressed to the shareholder at the address of such shareholder appearing onthe books of the Company is returned to the Company by the United States PostalService marked to indicate that the United States Postal Service is unable todeliver the notice or report to the shareholder at such address, all futurenotices or reports shall be deemed to have been duly given without furthermailing if the same shall be available for the shareholder upon written demandof the shareholder at the principal executive office of the Company for aperiod of one year from the date of the giving of the notice or report to allother shareholders.

 

Section 7.5:     Consent to Shareholders’ Meetings.  The transactions of any meeting ofshareholders, however called and noticed, and wherever held, are as valid asthough they had taken place at a meeting duly held after regular call andnotice, if the following conditions are met:

 

(a)     a quorum is present, either in person or byproxy, and

 

(b)     either before or after the meeting, each ofthe shareholders entitled to vote, who was not present in person or by proxy,signs a written waiver of notice or a consent to the holding of such meeting oran approval of the minutes thereof.  Allsuch waivers, consents or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting.

 

Attendance of a person ata meeting shall constitute both a waiver of notice of and presence at suchmeeting, except:  (a) when the personobjects, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened; or (b) when the personexpressly makes an objection at some time during the meeting to the considerationof matters required by law to be included in the notice but not so included.

 

Neither the business tobe transacted at, nor the purpose of, any regular or special meeting ofshareholders need be specified in any written waiver of notice, consent to theholding of the meeting or approval of the minutes thereof, except as toapproval pursuant to Sections 310, 902, 1201, 1900 or 2007 of the CaliforniaCorporations Code.

 

Section 7.6:     Quorum.  The presence in person or by proxy of theholders of a majority of the shares entitled to vote at any meeting of theshareholders shall constitute a quorum for the transaction of business.  Shares shall not be counted to make up aquorum for a meeting if voting of such shares at the meeting has been enjoined orfor any reason they cannot be lawfully voted at the meeting.  Shareholders present at a duly called or heldmeeting at which a quorum is present may continue to transact business untiladjournment notwithstanding the withdrawal of enough shareholders to leave lessthan a quorum, if any action taken (other than adjournment) is approved by atleast a majority of the shares required to constitute a quorum.  Except as provided herein, the affirmativevote of a majority of the shares represented and voting at a duly held meetingat which a quorum is present (which shares voting affirmatively also constituteat least a

 

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majority of the requiredquorum) shall be the act of the shareholders, unless the vote of a greaternumber or voting by classes is required.

 

Section 7.7:     Adjourned Meetings.  Any shareholders’ meeting, whether or not aquorum is present, may be adjourned from time to time by the vote of a majorityof the shares, the holders of which are either present in person or representedby proxy thereat, but, except as provided in Section 7.6 hereof, in the absenceof a quorum, no other business may be transacted at such meeting.  When a meeting is adjourned for more than 45days or if after adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each shareholderof record entitled to vote at a meeting. Except as aforesaid, it shall not be necessary to give any notice of thetime and place of the adjourned meeting or of the business to be transactedthereat other than by announcement at the meeting at which such adjournment istaken.  At any adjourned meeting theshareholders may transact any business which might have been transacted at theoriginal meeting.

 

Section 7.8:     Voting Rights.  Only persons in whose names shares entitledto vote stand on the stock records of the Company at:

 

(a)     the close of business on the business dayimmediately preceding the day on which notice is given; or

 

(b)     if notice is waived, at the close ofbusiness on the business day immediately preceding the day on which the meetingis held; or

 

(c)     if some other day be fixed for thedetermination of shareholders of record pursuant to Section 2.8(k) hereof, thenon such other day, shall be entitled to vote at such meeting.

 

The record date fordetermining shareholders entitled to give consent to corporate action inwriting without a meeting, when no prior action by the Board of Directors hasbeen taken, shall be the day on which the first written consent is given.  In the absence of any contrary provision inthe Articles of Incorporation or in any applicable statute relating to theelection of directors or to other particular matters, each such person shall beentitled to one vote for each share.

 

Section 7.9:     Action by Written Consents.

 

(a)     Generally.  Any action which may be taken at any annualor special meeting of shareholders may be taken without a meeting and, exceptas provided in this Section 7.9, without prior notice, if a consent in writing,setting forth the action so taken, shall be signed by holders of outstandingshares having not less than the minimum number of votes that would be necessaryto authorize or take such action at a meeting at which all shares entitled tovote thereon were present and voted. Unless the consents of all shareholders entitled to vote have beensolicited in writing, the Company shall provide notice of any shareholderapproval pursuant to Section 310, 317, 1201 or 2007 of the California CorporationsCode obtained without a meeting by less than unanimous written consent to thoseshareholders entitled to vote but who have not yet consented in writing atleast 10 days before the consummation of the action

 

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authorized by suchapproval.  In addition, the Company shallprovide, to those shareholders entitled to vote who have not consented inwriting, prompt notice of the taking of any other corporate action approved bythe shareholders without a meeting by less than unanimous written consent.  All notices given hereunder shall conform tothe requirements of Section 7.4 hereto and applicable law.  When written consents are given with respectto any shares, they shall be given by and accepted from the persons in whosenames such shares stand on the books of the Company at the time such respectiveconsents are given, or their proxies. Any shareholder giving a written consent (including any shareholder’sproxy holder, or a transferee of the shares or a personal representative of theshareholder, or their respective proxy holders) may revoke the consent by awriting.  This writing must be receivedby the Company prior to the time that written consents of the number of sharesrequired to authorize the proposed action have been filed with the Secretary ofthe Company.  Such revocation iseffective upon its receipt by the Secretary of the Company.  Notwithstanding anything herein to thecontrary, and subject to Section 305(b) of the California Corporations Code,directors may not be elected by written consent except by unanimous writtenconsent of all shares entitled to vote for the election of directors.

 

(b)     Shareholder Notice.  Any shareholder of record seeking to have theshareholders authorize or take corporate action by written consent without ameeting shall, by written notice to the Secretary of the Company, request theBoard of Directors to fix a record date for such consent.  Such request shall include a briefdescription of the action proposed to be taken. The Board of Directors shall, within ten (10) days after the date onwhich such a request is received, adopt a resolution fixing the recorddate.  Such record date shall not precedethe date upon which the resolution fixing the record date is adopted by theBoard of Directors, and shall not be more than ten (10) days after the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors.  If no record date has beenfixed by the Board of Directors within ten (10) days after the date on whichsuch a request is received, then the record date for determining shareholdersentitled to consent to corporate action in writing without a meeting, when noprior action by the Board of Directors is required by applicable law, shall bethe first date on which a signed written consent setting forth the action takenor proposed to be taken is delivered to the Secretary of the Company.  Delivery made to the Company’s Secretaryshall be by hand or by certified or registered mail, return receiptrequested.  If no record date has beenfixed by the Board of Directors and prior action by the Board of Directors isrequired by applicable law, then the record date for determining shareholdersentitled to consent to corporate action in writing without a meeting shall beat the close of business on the date on which the Board of Directors adopts theresolution taking such prior action.

 

Section 7.10:   Election of Directors.  Unless cumulative voting has been eliminatedpursuant to the terms of the Company’s Articles of Incorporation pursuant toSection 301.5 of the California Corporations Code, every shareholder entitledto vote at any election of directors of the Company may cumulate suchshareholder’s votes and give one candidate a number of votes equal to thenumber of directors to be elected multiplied by the number of votes to whichthe shareholder’s shares are normally entitled, or distribute the shareholder’svotes on the same principle among as many candidates as such shareholder thinksfit.  No shareholder, however, maycumulate such shareholder’s votes for one or more candidates unless suchcandidate’s or candidates’ names have been placed in nomination prior to thevoting and the shareholder has

 

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given notice at themeeting, prior to voting, of such shareholder’s intention to cumulate suchshareholder’s votes.  If any oneshareholder has given such notice, all shareholders may cumulate their votesfor candidates in nomination.  Thecandidates receiving the highest number of affirmative votes of the sharesentitled to be voted for them up to the number of directors to be elected bysuch shares shall be declared elected. Votes against the director and votes withheld shall have no legaleffect.  Election of directors need notbe by ballot except upon demand made by a shareholder at the meeting and beforethe voting begins.

 

Section 7.11:   Proxies.  Every person entitled to vote or executeconsents shall have the right to do so either in person or by one or moreagents authorized by a written proxy executed by such person or such person’sduly authorized agent and filed with the Secretary of the Company.  No proxy shall be valid (a) after revocationthereof, unless the proxy is specifically made irrevocable and otherwiseconforms to this Section and applicable law, or (b) after the expiration ofeleven months from the date thereof, unless the person executing it specifiestherein the length of time for which such proxy is to continue in force.  Revocation may be effected by a writingdelivered to the Secretary of the Company stating that the proxy is revoked orby a subsequent proxy executed by the person executing the prior proxy andpresented to the meeting, or as to any meeting by attendance at the meeting andvoting in person by the person executing the proxy.  A proxy is not revoked by the death orincapacity of the maker unless, before the vote is counted, a written notice ofsuch death or incapacity is received by the Secretary of the Company.  In addition, a proxy may be revoked,notwithstanding a provision making it irrevocable, by a transferee of shareswithout knowledge of the existence of the provision unless the existence of theproxy and its irrevocability appears on the certificate representing suchshares.

 

Section 7.12:   Inspectors of Election.  Before any meeting of shareholders, the Boardof Directors may appoint any persons other than nominees for office asinspectors of election.  This appointmentshall be valid at the meeting and at any subsequent meeting that is acontinuation of the meeting at which the persons were originally appointed tobe inspectors.  If no inspectors ofelection are so appointed, the Chairman of the meeting may, and on the requestof any shareholder or a shareholder’s proxy shall, appoint inspectors ofelection at the meeting.  The number ofinspectors shall be either one or three. If inspectors are appointed at a meeting on the request of one or moreshareholders or proxies, the holders of a majority of shares or their proxiespresent at the meeting shall determine whether one or three inspectors are tobe appointed.  If any person appointed asinspector fails to appear or fails or refuses to act, the Chairman of the meetingmay, and upon the request of any shareholder or a shareholder’s proxy shall,appoint a person to fill that vacancy. These inspectors shall:

 

(a)               determinethe number of shares outstanding and the voting power of each, the sharesrepresented at the meeting, the existence of a quorum, and the authenticity,validity, and effect of proxies;

 

(b)              receivevotes, ballots, or consents;

 

(c)               hearand determine all challenges and questions in any way arising in connectionwith the right to vote;

 

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(d)              countand tabulate all votes or consents;

 

(e)               determinewhen the polls shall close;

 

(f)                 determinethe result; and

 

(g)              doany other acts that may be proper to conduct the election or vote with fairnessto all shareholders.

 

Section 7.13:   Annual Reports.  Provided that the Company has 100 or fewershareholders, the making of annual reports to the shareholders is dispensedwith and the requirement that such annual reports be made to shareholders isexpressly waived, except as may be directed from time to time by the Board ofDirectors or the President.

 

 

**Article VIII**

 

**SHARESAND SHARE CERTIFICATES**

 

Section 8.1:     Shares Held By the Company.  Shares in other companies standing in thename of the Company may be voted or represented and all rights incident theretomay be exercised on behalf of the Company by any officer of the Companyauthorized to do so by resolution of the Board of Directors.

 

Section 8.2:     Certificates for Shares.  There shall be issued to every holder ofshares in the Company a certificate or certificates signed in the name of theCompany by the Chairman of the Board, if any, or the President or a VicePresident and by the Chief Financial Officer or an Assistant Chief FinancialOfficer or the Secretary or any Assistant Secretary, certifying the number ofshares and the class or series of shares owned by the shareholder.  Any or all of the signatures on thecertificate may be facsimile.  In caseany officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it maybe issued by the Company with the same effect as if such person were anofficer, transfer agent or registrar at the date of issue.

 

Section 8.3:     Lost Certificates.  Where the owner of any certificate for sharesof the Company claims that the certificate has been lost, stolen or destroyed,a new certificate shall be issued in place of the original certificate if theowner (a) so requests before the Company has notice that the originalcertificate has been acquired by a bona fide purchaser and (b) satisfies anyreasonable requirements imposed by the Company, including without limitationthe filing with the Company of an indemnity bond or agreement in such form andin such amount as shall be required by the President or a Vice President of theCompany.  The Board of Directors mayadopt such other provisions and restrictions with reference to lost certificates,not inconsistent with applicable law, as it shall in its discretion deemappropriate.

 

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**Article IX**

 

**CONSTRUCTIONOF BYLAWS WITHREFERENCE TO PROVISIONS OF LAW**

 

Section 9.1:     Bylaw Provisions Construed as Additionaland Supplemental to Provisions of Law. All restrictions, limitations, requirements and other provisions ofthese Bylaws shall be construed, insofar as possible, as supplemental andadditional to all provisions of law applicable to the subject matter thereofand shall be fully complied with in addition to the said provisions of lawunless such compliance shall be illegal.

 

Section 9.2:     Bylaw Provisions Contrary to orInconsistent with Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phraseof these Bylaws which, upon being construed in the manner provided in Section9.1 hereof, shall be contrary to or inconsistent with any applicable provisionof law, shall not apply so long as said provisions of law shall remain ineffect, but such result shall not affect the validity or applicability of anyother portion of these Bylaws, it being hereby declared that these Bylaws, andeach article, section, subsection, subdivision, sentence, clause or phrasethereof, would have been adopted irrespective of the fact that any one or morearticles, sections, subsections, subdivisions, sentences, clauses or phrases isor are illegal.

 

 

**Article X**

 

**CERTIFICATION,ADOPTION, AMENDMENT OR REPEAL OF BYLAWS**

 

Section 10.1:   By Shareholders.  Bylaws may be adopted, amended or repealed bythe vote or written consent of holders of a majority of the outstanding sharesentitled to vote.  Bylaws specifying orchanging a fixed number of directors or the maximum or minimum number or changingfrom a fixed to a variable board or vice versa may be adopted only by theshareholders.

 

Section 10.2:   By the Board of Directors.  Subject to the right of shareholders toadopt, amend or repeal Bylaws, and other than a Bylaw or amendment thereofspecifying or changing a fixed number of directors or the maximum or minimumnumber or changing from a fixed to a variable board or vice versa, these Bylawsmay be adopted, amended or repealed by the Board of Directors.  A Bylaw adopted by the shareholders may restrictor eliminate the power of the Board of Directors to adopt, amend or repealBylaws.

 

Section 10.3:   Certification and Inspection of Bylaws.  The Company shall keep at its principalexecutive office the original or a copy of these Bylaws as amended or otherwisealtered to date, which shall be open to inspection by the shareholders at allreasonable times during office hours.

 

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**CERTIFICATIONOF BYLAWS**

** **

**OF**

** **

**VERSANT CORPORATION**

** **

**(aCalifornia corporation)**

 

 

KNOW ALL BY THESEPRESENTS:

 

I, Lee McGrath, certifythat I am Secretary of Versant Corporation, a California corporation (the “Company”),that I am duly authorized to make and deliver this certification and that theattached Bylaws are a true and correct copy of the Bylaws of the Company ineffect as of the date of this certificate.

 

 

Dated:  January 20, 2004

 
|   |        |   |
|--------|-------------|--------|
|   | Lee McGrath |
|   | *Secretary* |

 

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