**Exhibit 3.2**

 

**AMENDED AND RESTATED BYLAWSOFIHS INC.**

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ARTICLE1OFFICES

 

Section 1.01*.  Registered Office. *The registered office of IHS Inc.(the “Corporation”) shall be in the City of Wilmington, County of New Castle,State of Delaware.  The address of theCorporation’s registered office is 1209 Orange Street, in the City ofWilmington, County of New Castle.  Thename of the registered agent at that address is The Corporation Trust Company.

 

Section 1.02*.  Other Offices. *The Corporation may also haveoffices at such other places both within and without the State of Delaware asthe Board of Directors may from time to time determine or the business of theCorporation may require.

 

Section 1.03*.  Books. *The books of the Corporation maybe kept within or without the State of Delaware as the Board of Directors mayfrom time to time determine or the business of the Corporation may require.

 

ARTICLE2MEETINGS OF STOCKHOLDERS

 

Section 2.01*.  Time and Place ofMeetings. *All meetings ofstockholders shall be held at such place, either within or without the State ofDelaware, on such date and at such time as may be determined from time to timeby the Board of Directors (or the Chairman in the absence of a designation bythe Board of Directors).

 

Section 2.02*.  Annual Meetings. *An annual meeting of stockholders,commencing with the year 2006, shall be held for the election of directors andto transact such other business as may properly be brought before the meeting.

 

Section 2.03*.  Special Meetings. *Special meetings of stockholdersmay be called by the Chairman of the Board of Directors or by the President orSecretary at the direction of the Board of Directors.  Special meetings may not be called by thestockholders.

 

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Section 2.04*.  Notice. *(a)  Whenever stockholdersare required or permitted to take any action at a meeting, a written notice ofthe meeting shall be given which shall state the place, if any, date and hourof the meeting, the means of remote communications, if any, by which stockholdersand proxy holders may be deemed to be present in person and vote at suchmeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called.  Unlessotherwise provided by the General Corporation Law of Delaware, as amended(“Delaware Law”) such notice shall be given not less than 10 nor more than 60days before the date of the meeting to each stockholder of record entitled tovote at such meeting.  Unless thesebylaws otherwise require, when a meeting is adjourned to another time or place(whether or not a quorum is present), notice need not be given of the adjournedmeeting if the time, place, if any, and the means of remote communications, ifany, by which stockholders and proxy holders may be deemed to be present inperson and vote at such meeting, are announced at the meeting at which theadjournment is taken.  At the adjournedmeeting, the Corporation may transact any business which might have beentransacted at the original meeting.  Ifthe adjournment is for more than 30 days, or after the adjournment a new recorddate is fixed for the adjourned meeting, a notice of the adjourned meetingshall be given to each stockholder of record entitled to vote at the meeting.

 

(b)        A written waiver of any such notice signed by the personentitled thereto, or a waiver by electronic transmission by the person entitledto notice, whether before or after the time stated therein, shall be deemedequivalent to notice.  Attendance of aperson at a meeting shall constitute a waiver of notice of such meeting, exceptwhen the person attends the meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall belimited to the purposes stated in the notice.

 

(c)        Notice of stockholder proposals related to stockholdernominations for the election of Directors must be received by the Secretary, inthe case of an annual meeting, no later than the close of business on the 90thday nor earlier than the close of business on the 120th day prior to theanniversary date of the immediately preceding annual meeting ofstockholders.  However, if the annualmeeting is called for a date that is more than 30 days before or more than 70days after that anniversary date, notice by the stockholder in order to betimely must be received not earlier than the close of business on the 120th dayprior to such annual meeting or not later than the close of business on thelater of the 90th day prior to such annual meeting or the tenth day followingthe day on which public announcement is first made by the Corporation of thedate of such meeting. With respect to the annual meeting of stockholders to beheld in 2006, notice by the stockholder must be delivered no later than theclose of business on March 31, 2006, nor earlier than the close ofbusiness on February 15, 2006. If the number of Directors to be elected tothe Board of Directors at an annual meeting is increased and there is no publicannouncement by the Corporation naming the nominees for the additionaldirectorships at least 100 days prior to the first anniversary of the precedingyear’s annual meeting, a stockholder’s notice will be considered timely, butonly with respect to nominees for the additional directorships, if it isdelivered to the Secretary not later than the close of business on the tenthday following the day on which such public announcement is first made by theCorporation.

 

Stockholder nominations for the election ofDirectors at a special meeting must be received by the Secretary no earlierthan the close of business on the 120th day prior to such 

 

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special meeting and not later than the close of business on the laterof the 90th day prior to such special meeting or the tenth day following theday on which public announcement is first made of the date of such specialmeeting and of the nominees proposed by the Board of Directors to be elected atsuch meeting.

 

A stockholder’s notice to the Secretary must be inproper written form and must set forth information related to the stockholdergiving the notice and the beneficial owner (if any) on whose behalf thenomination is made, including:

 

·                  the name and record address of thestockholder and the beneficial owner;

 

·                  the class and number of shares of theCorporation’s capital stock which are owned beneficially and of record by thestockholder and the beneficial owner;

 

·                  a representation that the stockholder is aholder of record of the Corporation’s stock entitled to vote at that meetingand that the stockholder intends to appear in person or by proxy at the meetingto bring the nomination before the meeting; and

 

·                  a representation as to whether thestockholder or the beneficial owner intends or is part of a group which intendsto deliver a proxy statement or form of proxy to holders of at least thepercentage of the Corporation’s outstanding capital stock required to elect thenominee, or otherwise to solicit proxies from stockholders in support of suchnomination.

 

As to each person whom the stockholder proposes tonominate for election as a Director, the notice must include:

 

·                  all information relating to the person thatwould be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election ofDirectors pursuant to the Securities Exchange Act of 1934; and

 

·                  the nominee’s written consent to being namedin the proxy statement as a nominee and to serving as a Director if elected.

 

(d)        Notice procedures for stockholder proposals not related toDirector nominations, in the case of an annual meeting of stockholders, are thesame as the notice requirements for stockholder proposals related to Directornominations discussed above insofar as they relate to the timing of receipt ofnotice by the Secretary.

 

A stockholder’s notice to the Secretary must be inproper written form and must set forth, as to each matter the stockholder andthe beneficial owner (if any) proposes to bring before the meeting:

 

·                  a description of the business desired to bebrought before the meeting, the text of the proposal or business (including thetext of any resolutions proposed for consideration and, if such businessincludes a proposal to amend the 

 

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Corporation’s bylaws, the language of theproposed amendment), the reasons for conducting the business at the meeting andany material interest in such business of such stockholder and beneficial owneron whose behalf the proposal is made;

 

·                  the name and record address of thestockholder and beneficial owner;

 

·                  the class and number of shares of theCorporation’s capital stock which are owned beneficially and of record by thestockholder and the beneficial owner;

 

·                  a representation that the stockholder is aholder of record of the Corporation’s stock entitled to vote at the meeting andthat the stockholder intends to appear in person or by proxy at the meeting topropose such business; and

 

·                  a representation as to whether thestockholder or the beneficial owner intends or is part of a group which intendsto deliver a proxy statement or form of proxy to holders of at least thepercentage of the Corporation’s outstanding capital stock required to approveor adopt the business proposal, or otherwise to solicit proxies fromstockholders in support of such proposal.

 

Section 2.05*.  Quorum. *Unless otherwise provided underthe amended and restated certificate of incorporation or these bylaws andsubject to Delaware Law, the presence, in person or by proxy, of the holders ofa majority of the outstanding capital stock of the Corporation (without regardto voting rights) entitled to vote at a meeting of stockholders shallconstitute a quorum for the transaction of business.  If, however, such quorum shall not be presentor represented at any meeting of the stockholders, the stockholders present inperson or represented by proxy shall adjourn the meeting, without notice otherthan announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorumshall be present or represented any business may be transacted which might havebeen transacted at the meeting as originally notified.

 

Section 2.06*.  Voting. *(a)  Unless otherwiseprovided in the amended and restated certificate of incorporation and subjectto Delaware Law, each stockholder shall be entitled to one vote for eachoutstanding share of Class A Common Stock and ten votes for eachoutstanding share of Class B Common Stock of the Corporation held by suchstockholder.  Any share of capital stockof the Corporation held by the Corporation shall have no voting rights.  Unless otherwise provided in Delaware Law,the amended and restated certificate of incorporation or these bylaws, theaffirmative vote of at least a majority of the voting power of all outstandingshares of capital stock of the Corporation present, in person or by writtenproxy, at a meeting of stockholders and entitled to vote on the subject mattershall be the act of the stockholders.

 

(b)        Each stockholder entitled to vote at a meeting ofstockholders or to express consent or dissent to a corporate action in writingwithout a meeting may authorize another person or persons to act for him bywritten proxy, but no such proxy shall be voted or acted upon after three yearsfrom its date, unless the proxy provides for a longer period.

 

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Section 2.07*.  Organization. *At each meeting of stockholders,the Chairman of the Board, if one shall have been elected, or in the Chairman’sabsence or if one shall not have been elected, the director designated by thevote of the majority of the directors present at such meeting, shall act aschairman of the meeting.  The Secretary(or in the Secretary’s absence or inability to act, the person whom thechairman of the meeting shall appoint secretary of the meeting) shall act assecretary of the meeting and keep the minutes thereof.

 

Section 2.08*.  Order of Business. *The order of business at allmeetings of stockholders shall be as determined by the chairman of the meeting.

 

ARTICLE3DIRECTORS

 

Section 3.01*.  General Powers. *Except as otherwise provided inDelaware Law or the amended and restated certificate of incorporation, thebusiness and affairs of the Corporation shall be managed by or under thedirection of the Board of Directors.

 

Section 3.02*.  Number, Election and Term ofOffice. *The number ofdirectors which shall constitute the whole Board shall be fixed from time totime by resolution of the Board of Directors but shall not be less than threeor more than fifteen.  Unless otherwisedirected by the amended and restated certificate of incorporation, thedirectors shall be elected at the annual meeting of the stockholders by writtenballot, except as provided in Section 3.12 herein, and each director soelected shall hold office until such director’s successor is elected andqualified or until such director’s earlier death, resignation or removal.  Directors need not be stockholders.

 

Section 3.03*.  Quorum and Manner ofActing. *Unless the amendedand restated certificate of incorporation or these bylaws require a greaternumber, a majority of the total number of directors shall constitute a quorumfor the transaction of business, and the affirmative vote of a majority of thedirectors present at meeting at which a quorum is present shall be the act ofthe Board of Directors.  When a meetingis adjourned to another time or place (whether or not a quorum is present),notice need not be given of the adjourned meeting if the time and place thereofare announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Board ofDirectors may transact any business which might have been transacted at theoriginal meeting.  If a quorum shall notbe present at any meeting of the Board of Directors the directors presentthereat shall adjourn the meeting, from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.

 

Section 3.04*.  Time and Place ofMeetings. *The Board ofDirectors shall hold its meetings at such place, either within or without theState of Delaware, and at such time as may be determined from time to time bythe Board of Directors (or the Chairman in the absence of a determination bythe Board of Directors).

 

Section 3.05*.  Annual Meeting. *The Board of Directors shall meetfor the purpose of organization, the election of officers and the transactionof other business, as soon as practicable after each annual meeting ofstockholders, on the same day and at the same place where such annual meetingshall be held.  Notice of such meetingneed not be given.  In the event suchannual meeting is not so held, the annual meeting of the Board of Directors maybe held at such 

 

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place either within orwithout the State of Delaware, on such date and at such time as shall bespecified in a notice thereof given as hereinafter provided in Section 3.07herein or in a waiver of notice thereof signed by any director who chooses towaive the requirement of notice.

 

Section 3.06*.  Regular Meetings. *After the place and time ofregular meetings of the Board of Directors shall have been determined andnotice thereof shall have been once given to each member of the Board ofDirectors, regular meetings may be held without further notice being given.

 

Section 3.07*.  Special Meetings. *Special meetings of the Board ofDirectors may be called by the Chairman of the Board or the President and shallbe called by the Chairman of the Board, President or Secretary on the writtenrequest of three directors.  Notice ofspecial meetings of the Board of Directors shall be given to each director atleast three days before the date of the meeting in such manner as is determinedby the Board of Directors.

 

Section 3.08*.  Committees. *The Board of Directors maydesignate one or more committees, each committee to consist of one or more ofthe directors of the Corporation.  TheBoard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe committee.  In the absence ordisqualification of a member of a committee, the member or members present atany meeting and not disqualified from voting, whether or not such member ormembers 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 such committee,to the extent provided in the resolution of the Board of Directors, shall haveand may exercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorizethe seal of the Corporation to be affixed to all papers which may require it;but no such committee shall have the power or authority in reference to thefollowing matters: (a) approving or adopting, or recommending to thestockholders, any action or matter expressly required by Delaware Law to besubmitted to the stockholders for approval or (b) adopting, amending orrepealing any bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report thesame to the Board of Directors when required.

 

Section 3.09*.  Action by Consent.  *Unless otherwise restricted by theamended and restated certificate of incorporation or these bylaws, any actionrequired or permitted to be taken at any meeting of the Board of Directors orof any committee thereof may be taken without a meeting, if all members of theBoard or committee, as the case may be, consent thereto in writing or byelectronic transmission, and the writing or writings or electronic transmissionor transmissions, are filed with the minutes of proceedings of the Board orcommittee.  Such filing shall be in paperform if the minutes are maintained in paper form and shall be in electronicform if the minutes are maintained in electronic form.

 

Section 3.10*.  Telephonic Meetings. *Unless otherwise restricted by theamended and restated certificate of incorporation or these bylaws, members ofthe Board of Directors, or any committee designated by the Board of Directors,may participate in a meeting of the Board of Directors, or such committee, asthe case may be, by means of conference telephone or other communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence inperson at the meeting.

 

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Section 3.11*.  Resignation. *Any director may resign at anytime by giving notice in writing or by electronic transmission to the Board ofDirectors or to the Secretary of the Corporation.  The resignation of any director shall takeeffect upon receipt of notice thereof or at such later time as shall bespecified in such notice; and unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

 

Section 3.12*.  Vacancies. *Unless otherwise provided in theamended and restated certificate of incorporation, vacancies and newly createddirectorships resulting from any increase in the authorized number of directorselected by all the stockholders having the right to vote as a single class maybe filled by a majority of the directors then in office, although less than aquorum, or by a sole remaining director. If there are no directors in office, then an election of directors maybe held in accordance with Delaware Law. Unless otherwise provided in the amended and restated certificate ofincorporation, when one or more directors shall resign from the Board,effective at a future date, a majority of the directors then in office,including those who have so resigned, shall have the power to fill such vacancyor vacancies, the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice as provided in the filling of other vacancies.

 

Section 3.13*.  Removal. *Any director or the entire Boardof Directors may be removed only with cause and only upon the affirmative voteof the holders of at least 66 2/3% of the voting power of all outstandingshares of capital stock of the Corporation then entitled to vote at anyelection of directors and the vacancies thus created may be filled inaccordance with Section 3.12 herein.

 

Section 3.14*.  Compensation. *Unless otherwise restricted by theamended and restated certificate of incorporation or these bylaws, the Board ofDirectors shall have authority to fix the compensation of directors, includingfees and reimbursement of expenses.

 

Section 3.15. *Preferred Stock Directors*.  Notwithstanding anything else containedherein, whenever the holders of one or more classes or series of PreferredStock shall have the right, voting separately as a class or series, to electdirectors, the election, term of office, filling of vacancies, removal andother features of such directorships shall be governed by the terms of theresolutions applicable thereto adopted by the Board of Directors pursuant tothe amended and restated certificate of incorporation, and such directors soelected shall not be subject to the provisions of Sections 3.02, 3.12 and 3.13of this Article 3 unless otherwise provided therein.

 

ARTICLE4OFFICERS

 

Section 4.01*.  Principal Officers. *The principal officers of theCorporation shall be a Chairman, a Chief Executive Officer and/or President, aSecretary, those officers reporting directly to the Chief Executive Officerand/or President and such other officers, including one or more Controllers, asthe Board may in its discretion designate as principal officers.  The Secretary shall have the duty, amongother things, to record the proceedings of the meetings of stockholders anddirectors in a book kept for that purpose. One person may hold the offices and perform the duties of any two ormore said offices, except that no one person shall hold the offices and performthe duties of President and Secretary.

 

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Section 4.02*.  Election, Term of Office andRemuneration.*  Unlessotherwise directed by the amended and restated certificate of incorporation,the principal officers of the Corporation shall be elected annually by theBoard of Directors at the annual meeting thereof.  Each such officer shall hold office until hissuccessor is elected and qualified, or until his earlier death, resignation orremoval.  The remuneration of allprincipal officers of the Corporation shall be fixed by the Board of Directors.  Any vacancy in any office shall be filled insuch manner as the Board of Directors shall determine.

 

Section 4.03*.  Subordinate Officers. *In addition to the principalofficers enumerated in Section 4.01 herein, the Corporation may have oneor more Vice Presidents who report to a principal officer other than to theChief Executive Officer and/or President, Assistant Treasurers, AssistantSecretaries and Assistant Controllers and such other subordinate officers,agents and employees as the Board of Directors may deem necessary, each of whomshall hold office for such period as the Board of Directors may from time totime determine.  The Board of Directorsmay delegate to any principal officer the power to appoint and to remove anysuch subordinate officers, agents or employees.

 

Section 4.04*.  Removal. *Except as otherwise permitted withrespect to subordinate officers and except as otherwise directed by the amendedand restated certificate of incorporation, any officer may be removed, with orwithout cause, at any time, by resolution adopted by the Board of Directors.

 

Section 4.05*.  Resignations. *Any officer may resign at any timeby giving written notice to the Board of Directors (or to a principal officerif the Board of Directors has delegated to such principal officer the power toappoint and to remove such officer).  Theresignation of any officer shall take effect upon receipt of notice thereof orat such later time as shall be specified in such notice; and unless otherwisespecified therein, the acceptance of such resignation shall not be necessary tomake it effective.

 

Section 4.06*.  Powers and Duties. *The officers of the Corporationshall have such powers and perform such duties incident to each of theirrespective offices and such other duties as may from time to time be conferredupon or assigned to them by the Board of Directors.

 

ARTICLE5GENERAL PROVISIONS

 

Section 5.01*.  Fixing the Record Date. *(a) **Inorder that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, the Boardof Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors, and which record date shall not be more than 60 nor less than 10days before the date of such meeting.  Ifno record date is fixed by the Board of Directors, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of businesson the day next preceding the day on which the meeting is held.  A determination of stockholders of recordentitled to notice of or to vote at a meeting of 

 

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stockholders shall apply toany adjournment of the meeting; *provided*that the Board of Directors may fix a new record date for the adjournedmeeting.

 

(b)        In order that the Corporation may determine the stockholdersentitled to consent to corporate action in writing without a meeting, the Boardof Directors may fix a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors, and which date shall not be more than 10 days after the date uponwhich the resolution fixing the record date is adopted by the Board ofDirectors.  If no record date has beenfixed by the Board of Directors, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when noprior action by the Board of Directors is required by Delaware Law, shall bethe first date on which a signed written consent setting forth the action takenor proposed to be taken is delivered to the Corporation by delivery to itsregistered office in Delaware, its principal place of business, or an officeror agent of the Corporation having custody of the book in which proceedings ofmeetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand orby certified or registered mail, return receipt requested.  If no record date has been fixed by the Boardof Directors and prior action by the Board of Directors is required by DelawareLaw, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting shall be at the close of businesson the day on which the Board of Directors adopts the resolution taking suchprior action.

 

(c)        In order that the Corporation may determine the stockholdersentitled to receive payment of any dividend or other distribution or allotmentof any rights or the stockholders entitled to exercise any rights in respect ofany change, conversion or exchange of stock, or for the purpose of any other lawfulaction, the Board of Directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than 60 days prior to suchaction.  If no record date is fixed, therecord date for determining stockholders for any such purpose shall be at theclose of business on the day on which the Board of Directors adopts theresolution relating thereto.

 

Section 5.02*.  Dividends. *Subject to limitations containedin Delaware Law and the amended and restated certificate of incorporation, theBoard of Directors may declare and pay dividends upon the shares of capitalstock of the Corporation, which dividends may be paid either in cash, inproperty or in shares of the capital stock of the Corporation.

 

Section 5.03*.  Year. *The fiscal year of the Corporationshall commence on December 1 and end on November 30 of each year.

 

Section 5.04*.  Corporate Seal. *The corporate seal shall haveinscribed thereon the name of the Corporation, the year of its organization andthe words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to beimpressed, affixed or otherwise reproduced.

 

Section 5.05*.  Voting of Stock Owned by theCorporation. *The Board ofDirectors may authorize any person, on behalf of the Corporation, to attend,vote at and grant proxies to be used at any meeting of stockholders of anycorporation (except this Corporation) in which the Corporation may hold stock.

 

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Section 5.06.  *Indemnification*.  The Corporation may, by action of its Boardof Directors, provide indemnification to such of the employees and agents ofthe Corporation to the fullest extent as the Board of Directors shall determineto be appropriate and authorized by Delaware Law.

 

Section 5.07*.  Amendments. *These bylaws or any of them, maybe altered, amended or repealed, or new bylaws may be made, by the stockholdersentitled to vote thereon at any annual or special meeting thereof or by theBoard of Directors, except that the provisions of Sections 2.03, 2.04, 3.02,3.12, 3.13 and this Section 5.07 may not be amended, altered, repealed orwaived in any respect without the affirmative vote of the holders of at least 662/3% of the voting power of all outstanding shares of capital stock of thecorporation then entitled to vote.

 

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