**Exhibit3.2**

**LAWSON SOFTWARE, INC.**

**BYLAWS**

**JUNE 1, 2005**

**(as amended as of August 29, 2006)**

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**BYLAWSOFLAWSON SOFTWARE, INC.**

# **ArticleI.   Offices**

## Section 1.1.            RegisteredOffice. The registered office of Lawson Software, Inc., in the State ofDelaware shall be at 1013 Centre Road, Wilmington, Delaware 19805. The name ofthe registered agent in charge thereof shall be the Corporation ServiceCompany.

## Section 1.2.            OtherOffices. The corporation may also have an office or offices at such otherplace or places either within or without the State of Delaware as the board ofdirectors may from time to time determine or the business of the corporationmay require.

# **ArticleII.   Meeting of Stockholders**

## Section 2.1.            Placeof Meetings. Each meeting of the stockholders of the corporation shall beheld at such place either within or without the State of Delaware as shall befixed by the board of directors and specified in the notice of said meeting.

## Section 2.2.            AnnualMeetings. The annual meeting of the stockholders for the transaction ofsuch business as may properly come before the meeting shall be held at suchplace, date and hour as shall be determined by the board of directors.

## Section 2.3.            SpecialMeetings. A special meeting of the stockholders for any purposes may be calledat any time by the board of directors.

## Section 2.4.            Noticeof Annual and Special Meetings. Written notice of the annual and anyspecial meetings of the stockholders, stating the place, date and hour of themeeting, and for special meetings the purpose or purposes for which the meetingis called, shall be given to each stockholder entitled to vote at such meeting,either personally or by mail, not less than ten, nor more than sixty, daysbefore the date of the meeting.

## Section 2.5.            Businessat Annual and Special Meetings. The business to be transacted at any annualor special meeting of stockholders shall be limited to business which isproperly brought before the meeting. For the purposes of these bylaws, “properlybrought before the meeting” shall mean (i) the business which is specified inthe notice of the meeting given by the board of directors, (ii) otherwisebrought before the meeting by order of the board of directors or (iii)otherwise properly brought before an annual meeting by a stockholder. In orderfor business to be properly brought before an annual meeting by a stockholder,the stockholder must give written notice of such stockholder’s intent to bringa matter before the annual meeting, either by personal delivery or by UnitedStates mail, postage pre-paid, to the chief executive officer or secretary ofthe corporation no later than the date specified by Rule 14a-8 promulgatedunder the Securities Act of 1934, as the same may be amended from time to timeand any successor rule or regulation, as the last date for receipt ofshareholder proposals to be submitted under such rule (such date, the “*Notice Date*”). Each such notice shall set forth: (a) thename and address of the 

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## stockholderwho intends to bring such matter before a meeting; (b) the number of shares ofthe corporation entitled to vote at such meeting held by the stockholder; (c) arepresentation that the stockholder is a holder of record of stock of thecorporation entitled to vote at such meeting and intends to appear in person atthe meeting to bring such matter before the meeting; (d) a description of thebusiness desired to be brought before the meeting and the reasons of suchstockholder in requesting that such matter be included in proxy statementpertaining to the matter; (e) such other information regarding the businessproposed by such stockholder as would be required to be included in the proxystatement filed pursuant to the proxy rules of the Securities and ExchangeCommission; and (f) a representation as to the stockholder’s material interestin the business being proposed. The presiding officer of the meeting shallrefuse to acknowledge any business proposed to be brought before an annualmeeting not made in compliance with the foregoing procedure.

## Section 2.6.            Quorumand Adjourned Meetings. The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business, except as otherwise provided by statute or by theCertificate of Incorporation. If, however, such quorum shall not be present orrepresented at any meeting of the stockholders, the stockholders entitled tovote thereat, present in person or represented by proxy, shall have the powerto adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present or represented. Atsuch adjourned meeting, at which the quorum shall be present or represented,any business may be transacted which might have been transacted at the meetingas originally notified. If the adjournment is for more than thirty days, or ifafter the adjournment a new record date is fixed for the adjourned meeting, anotice of the adjourned meeting shall be given to each stockholder of recordentitled to vote at the meeting.

## Section 2.7.            RequiredVote. When a quorum is present at any meeting, the vote of the holders of amajority of the stock having voting power present in person or represented byproxy shall decide any question brought before such meeting, unless thequestion is one upon which, by express provision of statute or by theCertificate of Incorporation, a different vote is required, in which case suchexpress provisions shall govern and control the decision of such question.

## Section 2.8.            Proxies.Every stockholder entitled to vote at a meeting may authorize another person orpersons to act for such stockholder by proxy duly appointed by an instrument inwriting, subscribed by such stockholder, or by transmitting or authorizing thetransmission of a facsimile, telegram, cablegram or other means of electronictransmission as permitted by Section 212 of the Delaware General CorporationLaw or any successor provision thereof. The appointment of a proxy shall bemade not more than three (3) years prior to the meeting, unless the appointmentprovides for a longer period. To be valid, all proxies must meet therequirements of, and shall be governed by, Section 212 of the Delaware GeneralCorporation Law or any successor provision thereof. The attendance at anymeeting of stockholders of a stockholder who theretofore may have given a proxyshall not have the effect of revoking such proxy unless such stockholder shallin writing or by electronic transmission in accordance with Section 212 of theDelaware General Corporation Law or any successor provision thereof so notifythe secretary of the meeting prior to the voting of the proxy.

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## Section 2.9.            Conductof Meetings of Stockholders. The chairman of the board of directors, or ifthere shall be none or in his or her absence, the highest ranking officer ofthe corporation, among a group consisting of the chief executive officer,president and the vice presidents, who is present at the meeting, shall call toorder and act as the chair of any meeting of the stockholders of thecorporation. The secretary of the corporation shall serve as the secretary ofthe meeting or, if there shall be none or in his or her absence, the secretaryof the meeting shall be such person as the chair of the meeting appoints. Thechair of the meeting shall have the right and authority to prescribe suchrules, regulations and procedures and to take or refrain from taking suchactions as, in the judgment of the chair of the meeting, are appropriate forthe conduct of the meeting. To the extent not prohibited by applicable law,such rules, regulations and procedures may include, without limitation,establishment of (i) an agenda or order of business for the meeting, (ii) themethod by which business may be proposed and procedures for determining whetherbusiness has been properly (or not properly) introduced before the meeting,(iii) procedures for casting and the form of ballots to be used by shareholdersin attendance at the meeting and the procedures to be followed for countingshareholder votes, (iv) rules, regulations and procedures for maintaining orderat the meeting and the safety of those present, (v) limitations on attendanceat or participation in the meeting to shareholders of record of thecorporation, their duly authorized proxies or such other persons as the chairof the meeting shall determine, (vi) restrictions on entry to the meeting afterthe time fixed for commencement thereof and (vii) limitations on the time allottedto questions or comments by participants. Unless and to the extent otherwisedetermined by the chair of the meeting, it shall not be necessary to followRoberts’ Rules of Order or any other rules of parliamentary procedure at themeeting of shareholders. Following completion of the business of the meeting asdetermined by the chair of the meeting, the chair of the meeting shall have theexclusive authority to adjourn the meeting.

## Section 2.10.          Conductof Business. No business shall be conducted at an annual meeting ofstockholders of the corporation except business brought before the meeting inaccordance with the procedures set forth in these bylaws. If the introductionof any business at an annual meeting of stockholders does not comply with theprocedures specified in this Section, the chair of the meeting shall declarethat such business is not properly before the meeting and shall not beconsidered at the meeting.

# **ArticleIII.   Board of Directors**

## Section 3.1.            GeneralPowers. The business, property and affairs of the corporation shall bemanaged under the direction of the board of directors.

## Section 3.2.            Nominationof Directors. Nominations for the election of directors may be made by theboard of directors or a committee appointed by the board of directors or by anystockholder entitled to vote in the election of directors generally. Anystockholder entitled to vote in the election of directors generally maynominate one or more persons for election as directors at a meeting only ifwritten notice of such stockholder’s intent to make such nomination ornominations has been given, either by personal delivery or by United Statesmail, postage prepaid, to the chief executive officer or secretary of thecorporation not later than (i), with respect to an election to be held at anannual meeting of stockholders, the Notice Date, and (ii), with respect to theelection to be held at a special meeting of stockholders for the election of 

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## directors, theclose of business on the tenth day following the date on which notice of suchmeeting is first given to stockholders. Each such notice shall set forth (a)the name and address of the stockholder who intends to make the nomination andof the person or persons to be nominated; (b) the number of shares of the corporationentitled to vote at such meeting held by the stockholder and by each nominee;(c) a representation that the stockholder is a holder of record of stock of thecorporation entitled to vote at such meeting and that such stockholder and thenominee or nominees proposed by such stockholder intend to appear in person atthe meeting to nominate the person or persons specified in the notice; (d) adescription of all arrangements or understandings between the stockholder andeach nominee and any other person or persons (naming such person or persons)pursuant to which the nomination or nominations are to be made by thestockholder; (e) such other information regarding each nominee proposed by suchstockholder as would be required to be included in a proxy statement filedpursuant to the proxy rules of the Securities and Exchange Commission; and (f)the consent of each nominee to serve as a director of the corporation if soelected. In order to be properly before the meeting at which such nominationsare to be considered, the stockholder proposing the nomination or nominationsand the person or persons so nominated shall be present at the meeting. Thechair of the meeting shall refuse to acknowledge the nomination of any personnot made in compliance with the foregoing procedure.

## Section 3.3.            Quorumand Manner of Acting. One-half in number of the directors in office at thetime shall constitute a quorum for the transaction of business at any meeting.If the number of directors in office at the time is not evenly divisible bytwo, any resulting fraction shall be rounded upwards to the next whole numberin calculation of the quorum number. Except as otherwise required by theCertificate of Incorporation or these bylaws, the affirmative vote of amajority of the directors present at any meeting at which a quorum is presentshall be required for the taking of any action by the board of directors. Inthe absence of a quorum at any meeting of the Board, such meeting, need not beheld, or a majority of the directors present thereat or, if no director ispresent, the chief executive officer or secretary, may adjourn such meetingfrom time to time until a quorum shall be present. Notice of any adjournedmeeting need not be given.

## Section 3.4.            Offices;Place of Meetings. The board of directors may hold meetings and have anoffice or offices at such place or places within or without the State ofDelaware, as the board of directors may from time to time determine.

## Section 3.5.            AnnualMeeting. The board of directors shall meet for the purpose of organization,the election of officers and the transaction of other business, as soon aspracticable following each annual meeting of stockholders. Such meeting shallbe called and held at the place and time specified in the notice or waiver ofnotice thereof as in the case of a special meeting of the board of directors.

## Section 3.6.            RegularMeetings. Regular meetings of the board of directors shall be held at suchplaces and at such times as the board of directors shall from time to time determine.Notice of regular meetings of the board of directors need not be given.

## Section 3.7.            SpecialMeetings. Special meetings of the board of directors shall be held whenevercalled by the chairman of the board, the chief executive officer or any two of the

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## directors.Notice of each such meeting shall be mailed by the chief executive officer,secretary or chairman of the board to each director, addressed to him or her athis or her residence, usual place of business or other location designated bysuch director as the address for receipt of such notices, at least two daysbefore the day on which the meeting is to be held, or shall be sent to him orher at his or her residence or at such place of business or other address byfacsimile, electronic transmission or similar means, or be delivered personallyor by telephone, not later than two days before the day on which the meeting isto be held. Each such notice shall state the time and place of the meeting butneed not state the purposes thereof except as otherwise herein expresslyprovided. Notice of any such meeting need not be given to any director,however, if waived by him or her in writing or by facsimile, electronic orsimilar means, or by mail, whether before or after such meeting shall be held,or if he or she shall be present at such meeting; and any meeting of the boardshall be a legal meeting without any notice thereof having been given if all ofthe directors shall be present thereat.

## Section 3.8.            Organization.At each meeting of the board of directors, the chairman of the board, or in theabsence of the chairman of the board, or if they be directors, the chiefexecutive officer, or in the absence of the chief executive officer, thepresident, or in the absence of the president, any director chosen by amajority of the directors present thereat, shall preside. The secretary, or inhis or her absence an assistant secretary of the corporation, or in the absenceof the secretary and all assistant secretaries or subject to other direction ofthe board of directors, a person whom the chairman of such meeting shallappoint, shall act as secretary of such meeting and keep the minutes thereof.

## Section 3.9.            Orderof Business. At all meetings of the board of directors business shall betransacted in the order determined by the board of directors.

## Section 3.10.          Actionby Consent. Any action required or permitted to be taken at any meeting ofthe board of directors or of any committee thereof may be taken without ameeting if a written consent thereto is signed by all members of the board orof such committee, as the case may be, and such written consent is filed withthe minutes of the proceedings of the board of directors or such committee.

## Section 3.11.          Telephone,etc. Meetings. Members of the board of directors, or any committeedesignated by the board of directors, may participate in a meeting of the boardof directors, or committee, by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation shall constitute thepresence of such person at such meeting.

## Section 3.12.          Resignation.Any director of the corporation may resign at any time by giving written noticeof his or her resignation to the chairman of the board, the chief executiveofficer or the secretary of the corporation. Such resignation shall take effectat the time specified therein, or, if the time when it shall become effectiveshall not be specified therein, then it shall take effect when received. Exceptas aforesaid, the acceptance of such resignation shall not be necessary to makeit effective.

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## Section 3.13.          Compensation.Each director, in consideration of his or her serving as such, shall beentitled to receive from the corporation such amount per annum or such fees forattendance at directors’ and committee meetings, or both, as the board ofdirectors shall from time to time determine. The board of directors maylikewise provide that the corporation shall reimburse each director or memberof a committee for any expenses incurred by him or her on account to his or herattendance at any such meeting. Nothing herein contained shall be construed topreclude any director from serving the corporation in any other capacity andreceiving proper compensation therefor.

## Section 3.14.          Indemnificationof Directors and Officers. The corporation shall indemnify its directorsand officers in the manner and to the extent provided in the Certificate ofIncorporation.

## Section 3.15.          Removal.Any director or the entire board of directors may be removed at any time eitherwith or without cause.

# **ArticleIV.   Committees**

The board of directors may, by resolution orresolutions passed by a majority of the full board of directors, designate oneor more committees, each such committee to consist of one or more directors ofthe corporation, which to the extent provided in said resolution or resolutionsshall have and may exercise the powers of the board of directors in themanagement of the business and affairs of the corporation. Such committee orcommittees shall have such name or names as may be determined from time to timeby resolution adopted by the board of directors. A majority of all the membersof any such committee may determine its actions and fix the time and place ofits meetings, unless the board of directors shall otherwise provide. The boardof directors shall have power to change the members of any such committee atany time, to fill vacancies and to discharge any such committee, either with orwithout cause, at any time.

# **ArticleV.   Officers**

## Section 5.1.            Number.The principal officers of the corporation shall be chosen by the board ofdirectors and shall be a chief executive officer and chief financial officerand, if elected by the board of directors, a president, one or more vicepresidents (the number thereof to be determined by the board of directors andone or more of whom may be designated as executive or senior vice presidents),a secretary, a treasurer and one or more assistant secretaries and assistanttreasurers. The board of directors may also elect a chairman and a vicechairman or vice chairmen of the board whom the board may designate to be anofficer or officers of the corporation. In addition, there may be suchsubordinate officers, agents and employees as may be appointed in accordancewith the provisions of Section 5.03. Any two or more offices may be held by thesame person. The offices of the corporation for which officers may be electedshall be set forth, from time to time, by resolution of the board of directors.

## Section 5.2.            Election,Qualifications and Term of Office. Each officer of the corporation, exceptsuch officers as may be appointed in accordance with the provisions of Section5.03, shall be elected by the board of directors from time to time, and shallhold office 

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## until his or her successor shall have been duly elected and qualified,or until his or her death, or until he or she shall have resigned or shall havebeen removed in the manner herein provided.

## Section 5.3.            OtherOfficers. The corporation may have such other subordinate officers, agentsand employees as the chief executive officer may deem necessary, including oneor more vice presidents, assistant secretaries, or assistant treasurers, acontroller and one or more assistant controllers, each of whom shall holdoffice for such period, have such authority, and perform such duties as thechief executive officer may from time to time determine.

## Section 5.4.            Removal.Any officer may be removed, either with or without cause, by the vote of amajority of the full board of directors or, except in case the chief executiveofficer, president or chief financial officer, by the chief executive officerand any other officer upon whom the power of removal may be conferred by theboard of directors. Such removal from office shall not affect any rights whichsuch removed officer may have under any employment or stockholder agreement.

## Section 5.5.            Resignation.Any officer may resign at any time by giving written notice to the board ofdirectors or to the chief executive officer. Any such resignation shall takeeffect at the time specified therein or, if the time when it shall becomeeffective shall not be specified therein, then it shall take effect whenaccepted by action of the board of directors. Except as aforesaid, theacceptance of such resignation shall not be necessary to make it effective.

## Section 5.6.            Vacancies.A vacancy in any office because of death, resignation, removal,disqualification or any other cause shall be filled for the unexpired portionof the term in the manner prescribed in these bylaws for regular election orappointment to such office. If there shall occur a vacancy in the office ofchief executive officer or chief financial officer, such vacancy shall befilled by the board of directors as expeditiously as practicable. If thereshall occur a vacancy in the position of chairman of the board of directors orin any other office of the corporation, such vacancy may, but need not, befilled by the board of directors.

## Section 5.7.            Chairmanof the Board. The chairman of the board, if one is elected, shall presideat all meetings of the stockholders and of the board of directors and shallperform such other duties and have such responsibilities as the board of directorsmay from time to time determine.

## Section 5.8.            ChiefExecutive Officer. The chief executive officer of the corporation shallhave general active management of the business and affairs of the corporation.In the absence of the chairman of the board of directors, or if one is notelected or refuses to act, the chief executive officer shall preside at allmeetings of the shareholders and directors. In the absence of the secretary andassistant secretary, or if none shall be elected, the chief executive officershall maintain records of and, whenever necessary, certify all proceedings ofthe board of directors and the shareholders. The chief executive officer shallhave such other duties as may, from time to time, be prescribed by the board ofdirectors. The powers and duties specified herein may be modified or limited atany time by the board of directors.

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## Section 5.9.            President.The president, if one is elected, shall have such power and duties regardingthe management and daily conduct of the business of the corporation as shall bedetermined by the board of directors, and, unless otherwise provided by theboard of directors, such power and duties of the chief executive officer as maybe delegated to the president by the chief executive officer. Unless otherwiseprovided by the board of directors, in the absence of the chairman of the boardof directors (or if one is not elected) and the chief executive officer, thepresident shall preside at all meetings of the shareholders and directors. Inthe absence of the chief executive officer, the president shall succeed to thechief executive officer’s powers and duties unless otherwise directed by thechief executive officer or the board of directors.

## Section 5.10.          ChiefFinancial Officer. The chief financial officer shall (i) keep accuratefinancial records for the corporation; (ii) deposit all moneys, drafts andchecks in the name of, and to the credit of, the corporation in such banks anddepositories as the board of directors shall, from time to time, designate orotherwise authorize; (iii) have the power to endorse, for deposit, all notes,checks and drafts received by the corporation; (iv) disburse the funds of thecorporation in accordance with the corporation’s policies and procedures asadopted by resolution of the board of directors, making or causing to be madeproper vouchers therefor; (v) render to the chief executive officer and theboard of directors, whenever requested, an account of all of his or hertransactions as chief financial officer and of the financial condition of thecorporation, and (vi) perform such other duties as may, from time to time, beprescribed by the board of directors or by the chief executive officer. Thepowers and duties specified herein may be modified or limited at any time bythe board of directors.

## Section 5.11.          ExecutiveVice President or Vice President. Each vice president shall have suchpowers and duties as may be prescribed by the board of directors and, unlessotherwise provided by the board of directors, such power and duties of thechief executive officer or president as may be delegated from time to time toeach vice president by the chief executive officer or president, as the casemay be. In the event of the absence of the president, the vice presidents shallsucceed to the duties and powers of such office in the order of their election,as appears from the minutes of the meeting or meetings at which such electionsshall have taken place, unless otherwise provided by the board of directors,chief executive officer or president.

## Section 5.12.          Secretary.The secretary, if one shall be elected by the board of directors, shall besecretary of and shall attend all meetings of the shareholders and board ofdirectors. The secretary shall act as clerk thereof and shall record allproceedings of such meetings in the minute book of the corporation and,whenever necessary, certify all proceedings of the board of directors and theshareholders. The secretary shall give proper notices of meetings ofshareholders and directors as provided in these bylaws. The secretary shall,with the chairman of the board of directors, president or any vice president,sign or cause to be signed by facsimile signature all certificates for sharesof the corporation and shall have such other powers and shall perform suchother duties as may be prescribed from time to time by the board of directors

## Section 5.13.          Treasurer.The treasurer, if one shall be elected by the board of directors, shall havesuch powers and duties as may be prescribed by the board of directors and,unless otherwise provided by the board of directors, such power and duties ofthe chief financial officer as may be delegated from time to time to thetreasurer by the chief financial officer. In the 

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## absence of the chief financial officer, the treasurer shall succeed tothe duties and powers of the chief financial officer unless otherwise directedby the board of directors, chief executive officer or chief financial officer.The treasurer shall have charge and custody of, and be responsible for, allfunds and securities of the corporation, and shall deposit all such funds tothe credit of the corporation in such banks, trust companies or otherdepositories as shall selected in accordance with the provisions of thesebylaws; shall disburse the funds of the corporation as may be ordered by theboard of directors, making proper vouchers for such disbursements, and shallrender to the board of directors, whenever the board may require him or her soto do, and shall present at the annual meeting of the stockholders a statementof all his or her transactions as treasurer; and, in general, shall perform allthe duties incident to the office of treasurer and such other duties as fromtime to time may be assigned to him or her by the board of directors, chiefexecutive officer or the chief financial officer.

## Section 5.14.          AssistantSecretary, Assistant Secretary and Assistant Treasurer. Any assistantsecretary or assistant treasurer, who may from time to time be elected by theboard of directors, may perform the duties of the secretary or of thetreasurer, as the case may be, under the supervision and subject to the controlof the secretary or of the treasurer, respectively. Unless otherwise providedby the board of directors, the chief executive officer or the secretary, in theevent of the absence of the secretary, an assistant secretary shall have thepowers and perform the duties of the office of secretary. If there shall bemore than one assistant secretary, the assistant secretary appearing as firstelected in the minutes of the meeting at which such elections shall have takenplace shall exercise such powers and have such duties. Unless otherwiseprovided by the board of directors, the chief executive officer, the chieffinancial officer or the treasurer, in the event of the absence of thetreasurer, an assistant treasurer shall have the powers and perform the dutiesof the office of treasurer. If there shall be more than one assistanttreasurer, the assistant treasurer appearing as first elected in the minutes ofthe meeting or meetings at which such elections shall have taken place, shallexercise such powers and have such duties. Each assistant secretary and eachassistant treasurer shall also have such powers and duties of the secretary orthe treasurer as the secretary or the treasurer respectively may delegate tosuch assistant and shall also have such other powers and perform such otherduties as may be prescribed from time to time by the board of directors. Anyassistant secretary shall have authority to attest by his or her signature tothe same extent as the secretary.

## Section 5.15.          Compensation.The compensation of the officers shall be fixed from time to time by or in themanner prescribed by the board of directors, and none of such officers shall beprevented from receiving compensation by reason of the fact that he or she isalso a director of the corporation. The application of this Section 5.15 shallnot affect the right any officer may have regarding compensation under an employmentagreement.

# **ArticleVI.   Amendments**

Subject to the provisions of the Certificate ofIncorporation, these bylaws may be altered, amended or repealed at any regularmeeting of the stockholders (or at any special meeting thereof duly called forthat purpose) by the affirmative vote of a majority of all the outstandingshares entitled to vote. Subject to the laws of the Delaware Law (as defined inthe Certificate of Incorporation), and the Certificate of Incorporation, theboard of directors may, by the approval 

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of a majority of alldirectors, amend these bylaws, or enact such other bylaws as in their judgmentmay be advisable for the pregulation of the conduct of the affairs of thecorporation.

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