**Exhibit3.2**

 

BYLAWS

 

OF

 

VALUECLICK, INC.

 

ARTICLE I

 

OFFICES

 

Section 1. Registered Office. The registered office shall be inWilmington, County of Newcastle, State of Delaware.

 

Section 2. Other Offices. The corporation may also have officesat such other places both within and without the State of Delaware as the boardof directors may from time to time determine or the business of the corporationmay require.

 

ARTICLE II

 

MEETINGS OF STOCKHOLDERS

 

Section 1. Place Of Meetings. Each meeting of the stockholdersfor the election of directors shall be held at such place as may be fixed fromtime to time by the board of directors, either within or without the State ofDelaware, as shall be designated from time to time by the board of directorsand stated in the notice of the meeting. Meetings of stockholders for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as shall be stated in the notice of the meeting or in a duly executedwaiver of notice thereof.

 

Section 2. Annual Meetings. Annual meetings of stockholdersshall be held at such date and time as shall be designated from time to time bythe board of directors and stated in the notice of the meeting, at which theyshall elect by a plurality vote a board of directors and transact such otherbusiness as may properly be brought before the meeting.

 

Section 3. Notice Of Annual Meeting. Written notice of theannual meeting stating the place, date and hour of the meeting shall be givento each stockholder entitled to vote at such meeting not less than ten nor morethan sixty days before the date of the meeting, except as may otherwise beprovided by law.

 

Section 4. List Of Stockholders Entitled To Vote. The officerwho has charge of the stock ledger of the corporation shall prepare and make,at least ten days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registeredin the name of each stockholder. Such list shall be open

 

----

 

to theexamination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof and may be inspected by any stockholder who is present.

 

Section 5. Special Meetings. Special meetings of thestockholders, for any purpose or purposes, unless otherwise prescribed bystatute or by the certificate of incorporation, may be called by the presidentand shall be called by the president or secretary at the request in writing ofa majority of the board of directors, or at the request in writing ofstockholders owning a majority in amount of the entire capital stock of thecorporation issued and outstanding and entitled to vote. Such request shallstate the purpose or purposes of the proposed meeting.

 

Section 6. Notice Of Special Meetings. Written notice of aspecial meeting stating the place, date and hour of the meeting and the purposeor purposes for which the meeting is called shall be given not less than tennor more than sixty days before the date of the meeting to each stockholderentitled to vote at such meeting.

 

Section 7. Business Transacted At Special Meetings. Businesstransacted at any special meeting of stockholders shall be limited to thepurpose stated in the notice.

 

Section 8. Adjournment Of Meetings. The holders of a majority ofthe stock issued and outstanding and entitled to vote thereat, present inperson or represented by proxy, shall constitute a quorum at all meetings ofthe stockholders for the transaction of business except as otherwise providedby statute or by the certificate of incorporation. If, however, such quorumshall not be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat, present in person or represented byproxy, shall have power to adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be presentor represented. At such adjourned meeting at which a quorum shall be present orrepresented any business may be transacted which might have been transacted atthe meeting as originally noticed. If the adjournment is for more than thirtydays, or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderof record entitled to vote at the meeting.

 

Section 9. Quorum. When a quorum is present at any meeting, thevote of the holders of a majority of the stock having voting power present inperson or represented by proxy shall decide any question brought before suchmeeting, unless the question is one upon which by express provision of thestatutes or of the certificate of incorporation a different vote is required,in which case such express provision shall govern.

 

Section 10. Voting. Unless otherwise provided in the certificateof incorporation, each stockholder shall at every meeting of the stockholdersbe entitled to one vote in person or by proxy for each share of the capitalstock having voting power held by such

 

2

----

 

stockholder, butno proxy shall be voted after three years from its date, unless the proxyprovides for a longer period.

 

Section 11. Consent In Lieu Of Meeting. Unless otherwiseprovided in the certificate of incorporation, any action required to be takenat any annual or special meeting of stockholders of the corporation, or anyaction which may be taken at any annual or special meeting of suchstockholders, may be taken without a meeting, without prior notice and withouta vote, if a consent or consents in writing, setting forth the action so taken,shall be signed by the holders of outstanding stock having not less than theminimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted. Each such written consent shall bear the date of the signature ofthe consenting stockholder. No such written consent shall be effective unlesswritten consents, signed by stockholders holding of record a sufficient numberof shares to take the action proposed, shall be delivered to the corporationwithin sixty days of the date of the earliest consent so delivered. Promptnotice of the taking of the corporate action without a meeting by less thanunanimous written consent shall be given to stockholders as required by theDelaware General Corporation Law.

 

ARTICLE III

 

DIRECTORS

 

Section 1. Number Of Directors. The authorized number ofdirectors shall not be less than two (2) nor more than nine (9). The exactauthorized number of directors shall be fixed from time to time, within thelimits specified in this Section 1 or in the certificate of incorporation,by the board of directors, or by a bylaw or amendment thereof duly adopted bythe vote of a majority of the shares represented and voting at a duly heldmeeting at which a quorum is present (which shares voting affirmatively alsoconstitute at least a majority of the required quorum), or by the writtenconsent of the holders of a majority of the outstanding shares entitled tovote. Subject to the foregoing, the authorized number of directors of thiscorporation shall initially be set at six (6).

 

Section 2. Vacancies. Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby a majority of the directors then in office, though less than a quorum, or bya sole remaining director, and the directors so chosen shall hold office untilthe next annual election and until their successors are duly elected and shallqualify, unless sooner displaced. If there are no directors in office, then anelection of directors may be held in the manner provided by law. If, at thetime of filling any vacancy or any newly created directorship, the directorsthen in office shall constitute less than a majority of the whole board (asconstituted immediately prior to any such increase), the Court of Chancery may,on application of any stockholder or stockholders holding at least ten percentof the total number of the shares at the time outstanding having the right tovote for such directors, summarily order an election to be held to fill anysuch vacancies or newly created directorships, or to replace the directorschosen by the directors then in office.

 

3

----

 

Section 3. Powers And Authority. The business of the corporationshall be managed by or under the direction of its board of directors which mayexercise all such powers of the corporation and do all such lawful acts andthings as are not by law, by the certificate of incorporation or by thesebylaws directed or required to be exercised or done by the stockholders.

 

Section 4. Meetings Of The Board Of Directors. The board ofdirectors of the corporation may hold meetings, both regular and special,either within or without the State of Delaware.

 

Section 5. First Meetings. The first meeting of each newlyelected board of directors shall be held at such time and place as shall befixed by the vote of the stockholders at the annual meeting and no notice ofsuch meeting shall be necessary for the newly elected directors legally toconstitute the meeting, provided a quorum shall be present. In the event of thefailure of the stockholders to fix the time or place of such first meeting ofthe newly elected board of directors, or in the event such meeting is not heldat the time and place so fixed by the stockholders, the meeting may be held atsuch time and place as shall be specified in a notice given as hereinafterprovided for special meetings of the board of directors, or as shall bespecified in a written waiver signed by all of the directors.

 

Section 6. Regular Meetings. Regular meetings of the board ofdirectors may be held without notice at such time and at such place as shallfrom time to time be determined by the board.

 

Section 7. Special Meetings. Special meetings of the board maybe called by the president on two days’ notice to each director, eitherpersonally or by mail or telegram; special meetings shall be called by thepresident or secretary in like manner and on like notice on the written requestof two directors unless the board consists of only one director, in which casespecial meetings shall be called by the president or secretary in like mannerand on like notice on the written request of the sole director.

 

Section 8. Quorum. At all meetings of the board, a majority ofthe directors shall constitute a quorum for the transaction of business and theact of a majority of the directors present at any meeting at which there is aquorum shall be the act of the board of directors, except as may be otherwisespecifically provided by law or the certificate of incorporation. If a quorumshall not be present at any meeting of the board of directors, the directorspresent thereat may adjourn the meeting from time to time, without notice otherthan announcement at the meeting, until a quorum shall be present.

 

Section 9. Action Without A Meeting. Unless otherwise restrictedby the certificate of incorporation or these bylaws, any action required orpermitted to be taken at any meeting of the board of directors or of anycommittee thereof may be taken without a meeting, if all members of the boardor committee, as the case may be, consent thereto in writing, and the writingor writings are filed with the minutes of proceedings of the board orcommittee.

 

4

----

 

Section 10. Meetings By Conference Telephone. Unless otherwiserestricted by the certificate of incorporation or these bylaws, members of theboard of directors, or any committee established by the board of directors, mayparticipate in a meeting of the board of directors, or such committee, by meansof conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and suchparticipation in a meeting shall constitute presence in person at the meeting.

 

Section 11. Committees Of Directors. The board of directors may,by resolution passed by a majority of the whole board, establish one or morecommittees, each committee to consist of one or more of the directors of thecorporation. The board may designate one or more directors as alternate membersof any committee, who may replace any absent or disqualified member at anymeeting of the committee.

 

In the absenceor disqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he, sheor they constitute a quorum, may unanimously appoint another member of theboard of directors to act at the meeting in the place of any such absent ordisqualified member.

 

Any suchcommittee, to the extent provided by resolution of the board of directors,shall have and may exercise all the powers and authority of the board ofdirectors in the management of the business and affairs of the corporation, andmay authorize the seal of the corporation to be affixed to all papers which mayrequire it; provided that no such committee shall have power or authority toresolve to amend the certificate of incorporation, adopt an agreement of mergeror consolidation, recommend to the stockholders the sale, lease or exchange ofall or substantially all of the corporation’s property and assets, recommend tothe stockholders a dissolution of the corporation or a revocation of adissolution or amend the bylaws of the corporation; and provided further that,unless such resolution or the certificate of incorporation expressly soprovides, no such committee shall have power or authority to declare a dividendor authorize the issuance of stock.

 

Each committeeshall keep regular minutes of its meetings and report the same to the board ofdirectors when required.

 

Section 12. Compensation Of Directors. Unless otherwiserestricted by the certificate of incorporation or these bylaws, the board ofdirectors shall have the authority to fix the compensation of directors. Thedirectors may be paid their expenses, if any, of attendance at each meeting ofthe board of directors and may be paid a fixed sum for attendance at eachmeeting of the board of directors or a stated salary as director. No suchpayment shall preclude any director from serving the corporation in any othercapacity and receiving compensation therefor. Members of special or standingcommittees may be allowed like compensation for attending committee meetings.

 

Section 13. Removal Of Directors. Unless otherwise restricted bylaw or the certificate of incorporation, any director or the entire board ofdirectors may be removed,

 

5

----

 

with or withoutcause, by the holders of a majority of shares entitled to vote at an electionof directors.

 

ARTICLE IV

 

NOTICES

 

Section 1. Notice Of Meetings Of Stockholders And Directors. Whenevernotice is required by law, the certificate of incorporation or these bylaws tobe given to any director or stockholder, such notice shall be in writing anddelivered personally, by mail or by telegram or other electronic means, postageand charges prepaid, addressed to such director or stockholder, at his or heraddress as it appears on the records of the corporation, and such notice shallbe deemed given when the same shall be delivered personally, delivered to theagent for transmission or deposited in the United States mail.

 

Section 2. Waiver Of Notice. Whenever any notice is required bylaw, the certificate of incorporation or these bylaws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, whetherbefore or after the time stated therein, shall be deemed equivalent thereto.

 

ARTICLE V

 

OFFICERS

 

Section 1. Officers. The officers of the corporation shall bechosen by the board of directors and shall be a president, a secretary and atreasurer. The board of directors may also appoint a chairman of the board andone or more vice chairmen, vice presidents, assistant secretaries or assistanttreasurers. Any number of offices may be held by the same person, unless thecertificate or incorporation or these bylaws otherwise provide.

 

Section 2. Appointment Of Officers. The board of directors atits first meeting after each annual meeting of stockholders shall choose apresident, a secretary and a treasurer.

 

Section 3. Assistant Officers. The board of directors mayappoint such other officers and agents as it shall deem necessary who shallhold their offices for such terms and shall exercise such powers and performsuch duties as shall be determined from time to time by the board.

 

Section 4. Officers’ Salaries. The salaries of all officers andagents of the corporation shall be fixed by or pursuant to the authority of theboard of directors.

 

Section 5. Terms Of Office. The officers of the corporationshall hold office until their successors are chosen and qualify. Any officerelected or appointed by the board of directors may be removed at any time bythe affirmative vote of a majority of the board

 

6

----

 

of directors.Any vacancy occurring in any office of the corporation shall be filled by theboard of directors.

 

Section 6. President. The president shall be the chief executiveofficer of the corporation, shall preside at all meetings of the stockholdersand the board of directors, shall have general and active management of thebusiness of the corporation and shall see that all orders and resolutions ofthe board of directors are carried into effect. The president shall execute anycertificate or instrument requiring a seal, under the seal of the corporation,except where required or permitted by law to be otherwise signed and executedand except where the signing and execution thereof shall be expressly delegatedby the board of directors to some other officer or agent of the corporation.

 

Section 7. Vice Presidents. In the absence or inability orrefusal to act of the president, the vice president, if any (or, in the eventthere be more than one vice president, the vice presidents in the orderdesignated by the board of directors or, in the absence of any designation, inthe order of their election), shall perform the duties of the president and,when so acting, shall have all the powers of and be subject to all therestrictions on the president. The vice presidents shall perform such otherduties and have such other powers as the board of directors may from time totime prescribe.

 

Section 8. Secretary. The secretary shall attend all meetings ofthe board of directors, all meetings of committees of the board of directorsand all meetings of the stockholders and record all the proceedings of suchmeetings in a book to be kept for that purpose. The secretary shall give, orcause to be given, notice of all meetings of the stockholders and specialmeetings of the board of directors and committees of the board of directors,and shall perform such other duties as may be prescribed by the board ofdirectors or president, under whose supervision the secretary shall be. Thesecretary shall have custody of the corporate seal of the corporation and thesecretary or an assistant secretary shall have authority to affix the same toany certificate or instrument requiring it and, when so affixed, it may beattested by either of their signatures. The board of directors may give generalauthority to any other officer to affix the seal of the corporation and toattest the affixing by such officer’s signature.

 

Section 9. Assistant Secretary. The assistant secretary (or, ifthere be more than one, the assistant secretaries in the order determined bythe board of directors or, if there be no such determination, in the order oftheir election) shall, in the absence or inability or refusal to act of the secretary,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors may fromtime to time prescribe.

 

Section 10. Treasurer. The treasurer shall have custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and to the credit ofthe corporation in such depositories as may be designated by the board ofdirectors. The treasurer shall disburse the funds of the corporation as may beordered by the board of directors, taking proper vouchers for suchdisbursements, and shall render to the president and board of directors, at itsregular

 

7

----

 

meetings, orwhen the president or board of directors so requires, an account of alltransactions as treasurer and of the financial condition of the corporation. Ifrequired by the board of directors, the treasurer shall give the corporation abond in such sum and with such surety or sureties as shall be satisfactory tothe board of directors for the faithful performance of the duties of the officeof treasurer and for the restoration to the corporation, in case of thetreasurer’s death, resignation, retirement or removalfrom office, of all books,papers, vouchers, money and other property of whatever kind in his or herpossession or under his or her control belonging to the corporation.

 

Section 11. Assistant Treasurer. The assistant treasurer (or, ifthere be more than one, the assistant treasurers in the order determined by theboard of directors or, if there be no such determination, in the order of theirelection) shall, in the absence or inability or refusal to act of thetreasurer, perform the duties and exercise the powers of the treasurer andshall perform such other duties and have such other powers as the board ofdirectors may from time to time prescribe.

 

ARTICLE VI

 

STOCK CERTIFICATES

 

Section 1. Form Of Certificate. Every holder of stock in thecorporation shall be entitled to have a certificate, signed by, or in the nameof the corporation by, the chairman or vice chairman of the board of directorsor the president or a vice president and by the treasurer, an assistanttreasurer, the secretary or an assistant secretary of the corporation,certifying the number of shares owned by such holder in the corporation.

 

Section 2. Consideration. Certificates may be issued for partlypaid shares and, in such case, the total amount of the consideration to be paidtherefor and the amount paid thereon shall be specified on the face or back ofthe certificates issued to represent any such partly paid shares.

 

Section 3. Classes Or Series Of Stock. If the corporation shallbe authorized to issue more than one class of stock or more than one series ofany class, the powers, designations, preferences and relative, participating,optional or other special rights of each class of stock or series thereof andthe qualification, limitations or restrictions of such preferences or rightsshall be set forth in full or summarized on the face or back of any certificatethat the corporation shall issue to represent shares of such class or series ofstock; provided that, except as otherwise provided in section 202 of theGeneral Corporation Law of Delaware, in lieu thereof, a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences or rights may be set forth onthe face or back of each certificate that the corporation shall issue torepresent shares of such class or series of stock.

 

8

----

 

Section 4. Facsimile Signatures. Any or all of the signatures onany such certificate may be facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed on acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if he, she or it were such officer, transfer agent or registrarat the date of issue.

 

Section 5. Lost Certificates. The board of directors may directa new certificate or certificates to be issued in place of any certificate orcertificates theretofore issued by the corporation alleged to have been lost,stolen or destroyed, on the taking of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed. Whenauthorizing such issue of a new certificate or certificates, the board ofdirectors may, in its discretion and as a condition precedent to the issuancethereof, require the owner of such lost, stolen or destroyed certificate orcertificates, or his, her or its legal representative, to advertise the same insuch manner as it shall require or to give the corporation a bond in such sumas it may direct as indemnity against any claim that may be made against thecorporation with respect to the certificate alleged to have been lost, stolenor destroyed.

 

Section 6. Transfer Of Stock. Subject to applicable law, onsurrender to the corporation or the transfer agent of the corporation of acertificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, the corporation shall issue anew certificate to the person entitled thereto, cancel the old certificate andrecord the transaction on its books.

 

Section 7. Record Date. So that the corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof or to consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights or to exercise any rights inrespect of any change, conversion or exchange of stock, or for the purpose ofany other lawful action, the board of directors may fix a record date inadvance which shall not be more than sixty nor less than ten days before thedate of such meeting, nor more than sixty days prior to any other such action,and which shall not precede the date of adoption by the board of directors ofthe resolution fixing such record date. Additionally, the record date fordetermining stockholders entitled to consent to corporate actions in writing inlieu of a meeting shall not be more than ten days after the date of adoption ofthe resolution fixing such record date. In the case of any proposal so to besubmitted to the stockholders for action by written consent, if no record date isfixed by resolution of the board of directors, the record date therefor shallbe either (a) if no prior action by the board of directors is necessary,the first date on which a signed written consent setting forth the proposedaction is delivered to the corporation, or (b) if prior action by theboard of directors is required, the close of business on the date of adoptionby the board of directors of the resolution taking such prior action. Except asotherwise provided by applicable law, a determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting, unless the board of directors fixes a newrecord date for the adjourned meeting.

 

9

----

 

Section 8. Stockholders Of Record. The corporation shall beentitled to recognize the exclusive right of a person registered on its booksas the owner of shares to receive dividends, and to vote as such owner, and tohold liable for calls and assessments a person registered on its books as theowner of shares, and shall not be bound to recognize any equitable or otherclaim to or interest in such share or shares on the part of any other person,whether or not it shall have express or other notice thereof, except asotherwise provided by law.

 

ARTICLE VII

 

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

 

Section 1. Directors And Executive Officers. The corporationshall indemnify its directors and executive officers to the fullest extentpermitted by the Delaware General Corporation Law, as the same exists or mayhereafter be amended (but, in the case of alleged occurrences or actions oromissions preceding any such amendment, only to the extent that such amendmentpermits the corporation to provide broader indemnification rights than said Lawpermitted the corporation to provide prior to such amendment); provided,however, that the corporation may limit the extent of such indemnification byindividual contracts with its directors and executive officers; and provided,further, that the corporation shall not be required to indemnify any directoror executive officer in connection with any proceeding (or part thereof)initiated by such person or any proceeding by such person against thecorporation or its directors, officers, employees or other agents unless(i) such indemnification is expressly required to be made by law,(ii) the proceeding was authorized by the board of directors of thecorporation or (iii) such indemnification is provided by the corporation,in its sole discretion, pursuant to the powers vested in the corporation underthe Delaware General Corporation Law.

 

Section 2. Other Officers, Employees And Other Agents. Thecorporation shall have power to indemnify its other officers, employees andother agents as set forth in the Delaware General Corporation Law.

 

Section 3. Good Faith.

 

(a)  For purposes of anydetermination under this Article, a director or executive officer shall bedeemed to have acted in good faith and in a manner he or she reasonablybelieved to be in or not opposed to the best interests of the corporation, and,with respect to any criminal action or proceeding, to have had no reasonablecause to believe that his or her conduct was unlawful, if such action is basedon the records or books of account of the corporation or another enterprise, oron information supplied to him or her by the officers of the corporation oranother enterprise in the course of their duties, or on the advice of legalcounsel for the corporation or another enterprise or on information or recordsgiven or reports made to the corporation or another enterprise by anindependent certified public accountant or by an appraiser or other expertselected with reasonable care by the corporation or another enterprise.

 

10

----

 

(b) The termination of anyproceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere or its equivalent shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he or she reasonablybelieved to be in or not opposed to the best interests of the corporation, and,with respect to any criminal proceeding, that he or she had reasonable cause tobelieve that his or her conduct was unlawful.

 

(c)  The provisions of thissection 3 shall not be deemed to be exclusive or to limit in any way thecircumstances in which a person may be deemed to have met the applicablestandard of conduct set forth by the Delaware General Corporation Law.

 

Section 4. Expenses. The corporation shall advance, prior to thefinal disposition of any proceeding, promptly following request therefor, allexpenses incurred by any director or executive officer in connection with suchproceeding upon receipt of an undertaking by or on behalf of such person torepay said amounts if it should be determined ultimately that such person isnot entitled to be indemnified under this Article or otherwise; provided,however, that the entry of a guilty plea in a criminal proceeding shall, forpurposes of this Article VII and regardless of whether a sentence has beenentered, be deemed a final decision from which there is no further right ofappeal, and an ultimate determination of entitlement to indemnification underthis Article or otherwise may be made on the basis of such plea and such deemedfinal determination.

 

Notwithstanding the foregoing, unless otherwise determined pursuant tosection 5 of this Article, no advance shall be made by the corporation ifa determination is reasonably and promptly made (1) by the board ofdirectors by a majority vote of a quorum consisting of directors who were notparties to the proceeding, or (2) if such quorum is not obtainable, or,even if obtainable, a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion, that the facts known to thedecision-making party at the time such determination is made demonstrateclearly and convincingly that such person acted in bad faith or in a mannerthat such person did not believe to be in or not opposed to the best interestsof the corporation.

 

Section 5. Enforcement. Without the necessity of entering intoan express contract, all rights to indemnification and advances under thisArticle shall be deemed to be contractual rights and to be effective to thesame extent and as if provided for in a contract between the corporation andthe director or executive officer who serves in such capacity at any time whilethis Article and other relevant provisions of the Delaware General CorporationLaw and other applicable law, if any, are in effect. Any right toindemnification or advances granted by this Article to a director or executiveofficer shall be enforceable by or on behalf of the person holding such rightin any court of competent jurisdiction if (i) the claim forindemnification or advances is denied, as a whole or in part, or (ii) nodisposition of such claim is made within ninety days of request therefor. Theclaimant in such enforcement action, if successful as a whole or in part, shallbe entitled to be paid also the expense of prosecuting his or her claim. Itshall be a defense to any such action (other than an action brought to enforcea claim for expenses incurred in connection with any proceeding in advance ofits final disposition when the required undertaking has been tendered to thecorporation) that the claimant has not met the

 

11

----

 

standards ofconduct which make it permissible under the Delaware General Corporation Lawfor the corporation to indemnify the claimant for the amount claimed, but theburden of proving such defense shall be on the corporation. Neither the failureof the corporation (including its board of directors, independent legal counselor its stockholders) to have made a determination prior to the commencement ofsuch action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in theDelaware General Corporation Law, nor an actual determination by thecorporation (including its board of directors, independent legal counsel or itsstockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that claimanthas not met the applicable standard of conduct.

 

Section 6. Non-Exclusivity Of Rights. The rights conferred onany person by this Article shall not be exclusive of any other right which suchperson may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, Bylaws, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his or her officialcapacity and as to action in another capacity while holding office. Thecorporation is specifically authorized to enter into individual contracts withany or all of its directors, officers, employees or agents respectingindemnification and advances, to the fullest extent permitted by the DelawareGeneral Corporation Law.

 

Section 7. Survival Of Rights. The rights conferred on anyperson by this Article shall continue as to a person who has ceased to be adirector, officer, employee or other agent and shall inure to the benefit ofthe heirs, executors and administrators of such a person.

 

Section 8. Insurance. To the fullest extent permitted by theDelaware General Corporation Law, the corporation, upon approval by the boardof directors, may purchase insurance on behalf of any person required orpermitted to be indemnified pursuant to this Article.

 

Section 9. Amendments. Any repeal or modification of thisArticle shall only be prospective and shall not affect the rights under thisArticle in effect at the time of the alleged occurrence of any action oromission to act that is the cause of any proceeding against any agent of thecorporation.

 

Section 10. Savings Clause. If this Article or any portionhereof shall be invalidated on any ground by any court of competentjurisdiction, then the corporation shall nevertheless indemnify each directorand executive officer to the full extent permitted by any applicable portion ofthis Article that shall not have been invalidated, or by any other applicablelaw.

 

Section 11. Certain Definitions. For the purposes of this Article,the following definitions shall apply:

 

(a)   The term “proceeding” shallbe broadly construed and shall include, without limitation, the investigation,preparation,

 

12

----

 

prosecution, defense,settlement, arbitration and appeal of, and the giving of testimony in, anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative.

 

(b) The term “expenses” shall be broadly construedand shall include, without limitation, court costs, attorneys’ fees, witnessfees, fines, amounts paid in settlement or judgment and any other costs andexpenses of any nature or kind incurred in connection with any proceeding.

 

(c)  The term “the corporation” shall include, inaddition to the resulting corporation, any constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger which,if its separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that any personwho is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the sameposition under the provisions of this Article with respect to the resulting orsurviving corporation as he or she would have with respect to such constituentcorporation if its separate existence had continued.

 

(d) References to a “director,” “officer,” “employee,”or “agent” of the corporation shall include, without limitation, situationswhere such person is serving at the request of the corporation as a director,officer, employee, trustee or agent of another corporation, partnership, jointventure, trust or other enterprise.

 

(e)  References to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan; andreferences to “serving at the request of the corporation” shall include anyservice as a director, officer, employee or agent of the corporation whichimposes duties on, or involves services by, such director, officer, employee oragent with respect to an employee benefit plan, its participants, orbeneficiaries; and a person who acted in good faith and in a manner he or shereasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner “notopposed to the best interests of the corporation” as referred to in thisArticle.

 

13

----

 

ARTICLE VIII

 

GENERAL PROVISIONS

 

Section 1. Dividends. Subject to applicable law and thecertificate of incorporation, dividends on the capital stock of the corporationmay be declared by the board of directors at any regular or special meeting andmay be paid in cash, shares of the capital stock or other property.

 

Section 2. Payment Of Dividends. Before payment of any dividend,there may be set aside out of any funds of the corporation available fordividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meetcontingencies, for equalizing dividends, for repairing or maintaining anyproperty of the corporation or for such other purpose as the directors shallthink conducive to the interest of the corporation, and the directors maymodify or abolish any such reserve in the manner in which it is created.

 

Section 3. Annual Statement. The board of directors shallpresent at each annual meeting, and at any special meeting of the stockholderswhen called for by vote of the stockholders, a full and clear statement of thebusiness and condition of the corporation.

 

Section 4. Checks. All checks or demands for money and notes ofthe corporation shall be signed by such officer or officers or such otherperson or persons as the board of directors may from time to time designate.

 

Section 5. Fiscal Year. The fiscal year of the corporation shallbe fixed by the board of directors.

 

Section 6. Seal. The corporation shall have a corporate seal,which may be altered at pleasure, and which may have inscribed thereon the nameof the corporation, the year of its organization and the words “Incorporated,Delaware”, or which may have inscribed thereon any other words, including butnot limited to the words “Corporate Seal” as the officers may designate. Theseal may be used by causing it or a facsimile thereof to be impressed, affixedor reproduced, or otherwise.

 

ARTICLE IX

 

AMENDMENTS

 

These bylaws maybe altered, amended or repealed or new bylaws may be adopted by thestockholders, or by the board of directors when such power is conferred on theboard of directors by the certificate of incorporation, at any regular meetingthereof, or at any special meeting of the stockholders or of the board ofdirectors if notice of such alteration, amendment, repeal or adoption becontained in the notice of such special meeting. If the power to alter, adopt,amend or repeal bylaws is conferred on the board of directors by thecertificate of incorporation, it shall not divest or limit the power of thestockholders to alter, adopt, amend or repeal bylaws.

 

14

----

 

CERTIFICATE OF SECRETARY

 

The undersigned,Secretary of ValueClick, Inc., a Delaware corporation, hereby certifies thatthe foregoing is a full, true and correct copy of the Amended and RestatedBylaws of said corporation, as amended and in full force and effect at the dateof this Certificate.

 

WITNESS the signature of the undersigned andthe seal of the corporation this October 27, 2005.

 

 
|   |   | /s/ SCOTT P.  BARLOW           |   |
|--------|--------|--------------------------------|--------|
| [SEAL] |   | Scott P.  Barlow               |
|   |   | Secretary of  ValueClick, Inc. |

 

15

----